december 06,2021 for eligible shareholders only
TRANSCRIPT
Draft Letter of Offer
December 06,2021 For Eligible Shareholders Only
PRISMX GLOBAL VENTURES LIMITED
(Formerly Gromo Trade & Consultancy Limited)
CIN: L74110MH1973PLC016243
Our Company was originally incorporated on January 15, 1973, as a private limited company, under the name and style ‘Kamalakshi Finance Corporation Private Limited’
under the provisions of the Companies Act, 1956, with the Assistant Registrar of Companies, Maharashtra, Mumbai. The Company was converted from Private to Public
Company and the name was changed to Kamalakshi Finance Corporation Limited’ on December 11, 1973. The name of our Company was changed to ‘Gromo Trade &
Consultancy Limited’ and the certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Maharashtra, Mumbai on July 01,2015.
Subsequently, the name of our Company was further changed to ‘Prismx Global Ventures Limited’ and a fresh Certificate of Incorporation pursuant to change of name was
issued by the Registrar of Companies, Mumbai on November 13, 2019.
Registered Office: 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai-400057, Maharashtra India
Contact Details: +91 9136993920; Contact Person: Ms. Shreya Garg, Company Secretary & Compliance Officer;
Email-ID: [email protected] ; Website: www.gromotrade.com ;
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY
THE PROMOTERS OF THE COMPANY ARE DHEERAJ SHAH AND PARESH SHAH
RIGHTS ISSUE OF UP TO [●] PARTLY PAID-UP* EQUITY SHARES OF FACE VALUE OF ₹1.00/- (RUPEE ONE ONLY) (‘EQUITY SHARES’) EACH AT A
PRICE OF ₹[●]/- (RUPEES [●] ONLY) PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●]/- (RUPEES [●] ONLY) PER EQUITY SHARE) (‘ISSUE PRICE’)
(‘RIGHT SHARES’) FOR AN AMOUNT UP TO ₹49,70,00,000 (RUPEES FORTY NINE CRORE SEVENTY LAKHS ONLY) ON A RIGHTS ISSUE BASIS TO
THE ELIGIBLE SHAREHOLDERS OF PRISMX GLOBAL VENTURES LIMITED (‘COMPANY’ OR ‘ISSUER’) IN THE RATIO OF [●] RIGHTS EQUITY
SHARES FOR EVERY [●] EQUITY SHARES HELD BY SUCH ELIGIBLE SHAREHOLDERS AS ON THE RECORD DATE, [●] (‘ISSUE’). THE ISSUE PRICE IS
[●] TIMES THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, KINDLY REFER TO THE SECTION TITLED ‘TERMS OF THE ISSUE’
BEGINNING ON PAGE 145 OF THIS DRAFT LETTER OF OFFER.
*Assuming full subscription
PAYMENT METHOD FOR THE ISSUE
AMOUNT PAYABLE PER RIGHT SHARE FACE VALUE (₹) PREMIUM (₹) TOTAL (₹)
On Application [●] [●] [●]
One or more subsequent Call(s) as determined by our Board at its sole discretion, from time to
time [●] [●] [●]
Total 1.00 [●] [●]
GENERAL RISK
Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of
losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors
must rely on their own examination of our Company and this Issue including the risks involved. The Right Shares have not been recommended or approved by Securities
and Exchange Board of India (‘SEBI’) nor does SEBI guarantee the accuracy or adequacy of this Draft Letter of Offer. Investors are advised to refer ‘Risk Factors’
beginning on page 20 of this Draft Letter of Offer before investing in the Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Letter of Offer is true and correct in all material aspects
and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which
makes this Draft Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed and traded on the BSE Limited. Our Company has received in-principle approvals from BSE for listing of the Right
Shares pursuant to their letters dated [●]. For the purposes of the Issue, the Designated Stock Exchange is BSE Limited.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
CAPITALSQUARE ADVISORS PRIVATE LIMITED
208, 2nd Floor, AARPEE Center, MIDC Road No 11, CTS 70, Andheri (E),
Mumbai – 400093, Maharashtra, India;
Contact Details: +91-22-66849999/ +91-9874283532;
Website: www.capitalsquare.in;
Email ID/ Investor Grievance ID: [email protected],
Contact Person: Mr. Tanmoy Banerjee;
SEBI Registration Number: INM000012219;
PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower
Parel East, Mumbai- 400011, Maharashtra, India;
Contact Details: + 91-22-2301 2518 / 6761;
E-mail ID: [email protected];
Investor grievance e-mail: [email protected]
Website: www.purvashare.com
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112;
ISSUE PROGRAMME
ISSUE OPENING DATE LAST DATE FOR
MARKET
RENUNCIATION*
ISSUE CLOSING DATE**
[●] [●] [●]
*Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the
demat account of the Renouncees on or prior to the Issue Closing Date.
** Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time, provided that this Issue will not
remain open in excess of 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing
Date.
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TABLE OF CONTENTS
SECTION I - GENERAL ............................................................................................................................................ 3 DEFINITIONS AND ABBREVIATIONS ............................................................................................................ 3 PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA ............................. 14 FORWARD LOOKING STATEMENTS ........................................................................................................... 15
SECTION II – SUMMARY OF THE DRAFT LETTER OF OFFER ................................................................. 17 SECTION III – RISK FACTORS ............................................................................................................................ 20 SECTION IV – INTRODUCTION .......................................................................................................................... 35
THE ISSUE ............................................................................................................................................................ 35 GENERAL INFORMATION .............................................................................................................................. 37 CAPITAL STRUCTURE ..................................................................................................................................... 42
SECTION V – PARTICULARS OF THE ISSUE .................................................................................................. 49 OBJECTS OF THE ISSUE .................................................................................................................................. 49 STATEMENT OF TAX BENEFITS ................................................................................................................... 54
SECTION VI – ABOUT THE COMPANY ............................................................................................................ 58 INDUSTRY OVERVIEW .................................................................................................................................... 58 BUSINESS OVERVIEW ...................................................................................................................................... 61 HISTORY AND CORPORATE STRUCTURE ................................................................................................. 63 OUR MANAGEMENT ......................................................................................................................................... 66
SECTION VII – FINANCIAL INFORMATION ................................................................................................... 70 ACCOUNTING RATIOS ................................................................................................................................... 123 STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ................................................. 125
SECTION VIII – LEGAL AND OTHER INFORMATION ............................................................................... 127 KEY INDUSTRY REGULATIONS AND POLICIES .................................................................................... 127 OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS ........................... 133 GOVERNMENT AND OTHER APPROVALS ............................................................................................... 136
SECTION IX – ISSUE INFORMATION .............................................................................................................. 145 TERMS OF THE ISSUE .................................................................................................................................... 145 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................. 183
SECTION X – OTHER INFORMATION ............................................................................................................ 185 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 186
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SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
DEFINITIONS
This Draft Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when
reading the information contained herein. The following list of certain capitalized terms used in this Draft Letter of
Offer is intended for the convenience of the reader/prospective Applicant only and is not exhaustive.
This Draft Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines, or policies shall be to such legislation, act, regulation, rules, guidelines,
or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall
include any subordinate legislation made from time to time under that provision.
In this Draft Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to ‘the/our
Company’, ‘we’, ‘our’, ‘us’ or similar terms are to Prismx Global Ventures Limited as the context requires, and
references to ‘you’ are to the Eligible Shareholders and/ or prospective Investors in this Issue.
The words and expressions used in this Draft Letter of Offer, but not defined herein, shall have the same meaning (to
the extent applicable) ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, 2013, the
SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms
used in section titled ‘Industry Overview’, ‘Statement of Tax Benefits’, ‘Financial Information’, ‘Outstanding
Litigations, Defaults, and Material Developments’ and ‘Terms of the Issue’ on page 58, 54, 70, 133 and 145
respectively, shall have the meaning given to such terms in such sections.
CONVENTIONAL/ GENERAL TERMS
Term Description
Prismx Global Ventures
Limited/ the Company/ our
Company
Prismx Global Ventures Limited, a public limited company incorporated under
the provisions of the Companies Act, 1956, as amended from time to time;
We/ us/ our Unless the context otherwise indicates or implies, refers to Prismx Global
Ventures Limited;
₹/Rs. /Rupees /INR Rupees;
ASBA Application Supported by Blocked Amount;
AY Assessment Year;
AoA/ Articles of Association The Articles of Association of Prismx Global Ventures Limited, as amended
from time to time;
Audit Committee
The committee of the Board of Directors constituted as our Company’s audit
committee in accordance with Regulation 18 of the SEBI (LODR) Regulations
and Section 177 of the Companies Act, 2013;
Audited Financial Statements The audited financial statements of our Company prepared under GAAP for the
Financial Years 2021, 2020, and 2019; Auditors/ Statutory Auditors/
Peer Review Auditor The current statutory auditors of our Company M/s. Dassani & Associates,
Chartered Accountants; Board of Directors/ Board Board of Directors of our Company;
Companies Act The Companies Act, 2013 and rules issued thereunder, as amended;
Company Secretary and
Compliance Officer The Company Secretary of our Company, being Ms. Shreya Garg;
Chief Financial Officer/ CFO The Chief Financial Officer of our Company, being Ms. Pratiksha Mashkariya; Depositories Act The Depositories Act, 1996 and amendments thereto;
DP/ Depository Participant Depository Participant as defined under the Depositories Act;
Eligible Shareholder(s) Eligible holder(s) of the Equity Shares of Prismx Global Ventures Limited as
on the Record Date;
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Term Description
Equity Shares Equity share of the Company having face value of ₹1.00 (Rupees One only);
Independent Director
Independent directors on the Board and eligible to be appointed as an
Independent Director under the provisions of Companies Act and SEBI
(LODR) Regulations. For details of the Independent Directors, please refer to
section titled ‘Our Management’ beginning on page 66 of this Draft Letter of
Offer; ISIN International Securities Identification Number being INE286N01028;
Key Management Personnel
/KMP
Key management personnel of our Company in terms of Regulation 2(1) (bb)
of the SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, 2013.
For details, please refer to section titled ‘Our Management’ beginning on page
66 of this Draft Letter of Offer; MoA/ Memorandum of
Association
The Memorandum of Association of Prismx Global Ventures Limited, as
amended from time to time;
Nomination and Remuneration
Committee
The committee of the Board of directors reconstituted as our Company’s
Nomination and Remuneration Committee in accordance with Regulation 19 of
the SEBI (LODR) Regulations and Section 178 of the Companies Act, 2013; Promoters Dheeraj Shah and Paresh Shah
Promoter Group
Persons and entities forming part of the promoter group of our Company as
determined in terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations
and as disclosed by our Company in the filings made with the BSE Limited
under the SEBI (LODR) Regulations;
Registered Office 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East),
Mumbai Mh 400057
Stakeholders’ Relationship
Committee
The committee of the Board of Directors constituted as our Company’s
Stakeholders’ Relationship Committee in accordance with Regulation 20 of the
SEBI (LODR) Regulations Section 178 of the Companies Act, 2013;
Stock Exchange/ Designated
Stock Exchange BSE Limited
TECHNICAL AND INDUSTRY RELATED TERMS
Term Description
CAGR Compound Annual Growth Rate;
CE Capital Economics;
CII The Confederation of Indian Industry;
DPIIT Department for Promotion of Industry and Internal Trade
EDP Entrepreneurship Development Programme;
FDI Foreign Direct Investment;
FICCI Federation of Indian Chambers of Commerce and Industry;
FIPB Foreign Investment Promotion Board;
FY Financial Year;
GDP Gross Domestic Product;
GMP Good Manufacturing Practices;
GST Goods and Services Tax;
HRD Human Resource Development;
IBEF India Brand Equity Foundation;
IMF International Monetary Fund;
ISO International Organization for Standardization;
JV Joint Venture;
M&A Mergers and Acquisitions;
MNC Multi National Company;
MOUs Memoranda of Understanding;
NABARD National Bank for Agriculture and Rural Development;
NOC No Objection Certificate;
Page 5 of 187
Term Description
NSDC National Skill Development Corporation;
OECD Organisation for Economic Cooperation and Development;
One Billion Ten Thousand Lakhs;
One million Ten Lakhs;
One Trillion One Crore Lakhs;
PE Private Equity;
PIB Press Information Bureau;
POS Point of Sale;
SEZ Special Economic Zone;
Sq. ft. Square Foot;
TCIL Telecommunications Consultants India Limited;
TQM Total Quality Management;
USA United States of America;
USD United States Dollar;
WEO World Economic Outlook;
ISSUE RELATED TERMS
Term Description
Abridged Letter of
Offer
Abridged Letter of Offer to be sent to the Eligible Shareholders with respect to the Issue
in accordance with the provisions of the SEBI (ICDR) Regulations and the Companies
Act;
Additional Right
Shares
The Right Shares applied or allotted under this Issue in addition to the Rights
Entitlement;
Allot/Allotment/Allotte
d Unless the context requires, the allotment of Right Shares pursuant to this Issue;
Allotment Account
The account opened with the Banker to the Issue, into which the Application Money
lying to the credit of the escrow account(s) and Application amounts by ASBA blocked
in the ASBA Account, with respect to successful Investors will be transferred on the
Transfer Date in accordance with Section 40 (3) of the Companies Act;
Allotment Advice Note, advice, or intimation of Allotment sent to each successful Applicant who has been
or is to be Allotted the Right Shares pursuant to this Issue;
Allotment Date Date on which the Allotment is made pursuant to this Issue;
Allottees Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment;
Applicant(s)/
Investor(s)
Eligible Shareholder(s) and/or Renouncee(s) who make an application for the Right
Shares pursuant to this Issue in terms of the Letter of Offer, including an ASBA Investor;
Application
Application made through (i) submission of the Application Form or plain paper
Application to the Designated Branch(es) of the SCSBs or online/ electronic application
through the website of the SCSBs (if made available by such SCSBs) under the ASBA
process, or (ii) filling the online Application Form available on R-WAP (instituted only
for resident Investors, in the event the Investors are not able to utilize the ASBA facility
for making an Application despite their best efforts), to subscribe to the Equity Shares
at the Issue Price;
Application Form
Unless the context otherwise requires, an application form (including online application
form available for submission of application using the R-WAP or through the website of
the SCSBs (if made available by such SCSBs) under the ASBA process) used by an
Investor to make an application for the Allotment of Equity Shares in the Issue;
Application Money Aggregate amount payable at the time of Application ₹[●] (Rupees [●] Only) in respect
of the Right Shares applied for in this Issue at the Issue Price;
Application Supported
by Blocked Amount or
ASBA
Application (whether physical or electronic) used by ASBA Investors to make an
application authorizing the SCSB to block the Application Money in the ASBA Account
maintained with such SCSB;
Page 6 of 187
Term Description
ASBA Account
Account maintained with a SCSB and specified in the Application Form or plain paper
application, as the case may be, for blocking the amount mentioned in the Application
Form or the plain paper application, in case of Eligible Shareholders, as the case may be;
ASBA Applicant
/ASBA Investor
As per the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020,
all investors (including Renouncees) shall make an application for an Issue only through
ASBA facility;
ASBA Bid Bid made by an ASBA Bidder including all revisions and modifications thereto as
permitted under the SEBI (ICDR) Regulations;
ASBA Circulars
Collectively, the SEBI circulars bearing reference numbers
‘SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009’,
‘CIR/CFD/DIL/1/2011 dated April 29, 2011’, and
‘SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020’;
Bankers to the Issue/
Refund Bank
Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this case
being [●];
Bankers to the Issue
Agreement
Agreement dated [●] entered into by and amongst our Company, the Lead Manager and
the Registrar to the Issue, and the Bankers to the Issue for collection of the Application
Money from Investors making an application through the R-WAP facility, transfer of
funds to the Allotment Account from the Escrow Account and SCSBs, release of funds
from Allotment Account to our Company and other persons and where applicable,
refunds of the amounts collected from Investors and providing such other facilities and
services as specified in the agreement;
Basis of Allotment
The basis on which the Right Shares will be Allotted to successful Applicants in the
Issue, and which is described in the section titled ‘Terms of the Issue’ beginning on page
145 of this Draft Letter of Offer;
Call(s) The notice issued by our Company to the holders of the Right Shares as on the Call
Record Date for making a payment of the Call Monies;
Call Money(ies)
The balance amount payable by the holders of the Rights Equity Securities pursuant to
the Payment Schedule, being ₹[●] (Rupees [●] Only) per Rights Equity after payment of
the Application Money;
Controlling Branches
/Controlling Branches
of
the SCSBs
Such branches of the SCSBs which co-ordinate with the Lead Manager, the Registrar to
the Issue and the Stock Exchange, a list of which is available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes;
Demographic Details Details of Investors including the Investor’s address, name of the Investor’s father/
husband, investor status, occupation and bank account details, where applicable;
Designated SCSB
Branches
Such branches of the SCSBs which shall collect the ASBA Forms submitted by ASBA
Bidders, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35, updated from time to time, or at such other website as may be prescribed by SEBI
from time to time;
Depository(ies)
NSDL and CDSL or any other depository registered with SEBI under the Securities and
Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended
from time to time read with the Depositories Act, 1996;
Draft Letter of Offer/
DLoF
This draft letter of offer dated December 06, 2021, filed with BSE Limited, in accordance
with the SEBI (ICDR) Regulations, for their observations and in-principle approval;
Escrow Account(s)
One or more no-lien and non-interest bearing accounts with the Escrow Collection
Bank(s) for the purposes of collecting the Application Money from resident Investors
making an Application through the R-WAP facility;
Escrow Collection
Bank
Banks which are clearing members and registered with SEBI as bankers to an issue and
with whom Escrow Account(s) will be opened, in this case being [●];
Eligible Equity
Shareholders
Existing Equity Shareholders as on the Record Date i.e. [●]. Please note that the investors
eligible to participate in the Issue exclude certain overseas shareholders;
Issue/ Rights Issue
Rights Issue of up to [●] Equity Shares of our Company for cash at a price of ₹[●]
(Rupees [●] Only) per Right Shares upto ₹49,70,00,000.00 (Rupees Forty Nine Crore
Seventy Lacs Only) on a rights basis to the Eligible Shareholders of our Company in
Page 7 of 187
Term Description
the ratio of [●] ([●])Right Shares for every [●] ([●]) Equity Shares held by the Eligible
Shareholders of our Company on the Record Date i.e. [●];
On Application, Investors will have to pay ₹[●] (Rupees [●] Only) per Rights Equity
Share which constitutes [●]% ([●] percent) of the Issue Price and the balance ₹[●]
(Rupees [●] Only) per Rights Equity Share which constitutes [●]% ([●] percent) of the
Issue Price, will have to be paid, on one or more subsequent Call(s), as determined by
the Board of Directors at its sole discretion, from time to time;
Issue Closing Date [●];
Issue Opening Date [●];
Issue Period
The period between the Issue Opening Date and the Issue Closing Date, inclusive of both
days, during which Applicants/ Investors can submit their Applications, in accordance
with the SEBI (ICDR) Regulations;
Issue Price
₹[●]/- (Rupees [●]) per Right Share issued in 1 (One) Rights Entitlement, (i.e. ₹[●]/-
(Rupees [●]) per Right Share, including a premium of ₹[●]/- (Rupees [●]) per Rights
Share);
On Application, Investors will have to pay ₹[●] (Rupees [●] Only) per Rights Share
which constitutes [●]% ([●] percent) of the Issue Price and the balance ₹[●] (Rupees [●]
Only) per Rights Share which constitutes [●]% ([●] percent)of the Issue Price, will have
to be paid, on one or more subsequent Call(s), as determined by the Board of Directors
at its sole discretion, from time to time;
Issue Proceeds The proceeds of the Issue that are available to our Company;
Issue Size Amount aggregating up to ₹49,70,00,000* /- (Rupees Forty-Nine Crore Seventy Lakh
Only); *Assuming full subscription
Lead Manager to the
Issue CapitalSquare Advisors Private Limited;
Letter of Offer/ LoF The final letter of offer to be filed with the BSE Limited after incorporating the
observations received from the BSE Limited on the Draft Letter of Offer;
Multiple Application
Forms
Multiple application forms submitted by an Eligible Equity Shareholder/Renouncee in
respect of the Rights Entitlement available in their demat account. However
supplementary applications in relation to further Equity Shares with/without using
additional Rights Entitlements will not be treated as multiple application;
Net Proceeds
Issue Proceeds less the Issue related expenses. For further details, please refer to the
section titled ‘Objects of the Issue’ beginning on page 49Error! Bookmark not
defined. of this Draft Letter of Offer;
Non-ASBA Investor/
Non-ASBA Applicant
Investors other than ASBA Investors who apply in the Issue otherwise than through the
ASBA process comprising Eligible Shareholders holding Equity Shares in physical form
or who intend to renounce their Rights Entitlement in part or full and Renouncees;
Non-Institutional
Investors/ NIIs
An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as
defined under Regulation 2(1)(jj) of the SEBI (ICDR) Regulations;
Offer Document The Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer including any notices,
corrigendum thereto;
Off Market
Renunciation
The renunciation of Rights Entitlements undertaken by the Investor by transferring them
through off market transfer through a depository participant in accordance with the SEBI
Rights Issue Circulars and the circulars issued by the Depositories, from time to time,
and other applicable laws;
On Market
Renunciation
The renunciation of Rights Entitlements undertaken by the Investor by trading them over
the secondary market platform of the Stock Exchange through a registered stock broker
in accordance with the SEBI Rights Issue Circulars and the circulars issued by the Stock
Exchange, from time to time, and other applicable laws, on or before [●];
Payment Schedule
Payment schedule under which [●]% ([●] percent) of the Issue Price is payable on
Application, i.e., ₹[●] (Rupees [●] Only) per Right Shares, and the balance unpaid capital
constituting [●]% ([●] percent) of the Issue Price i.e., ₹[●] (Rupees [●] Only) will have
to be paid, on one or more subsequent Call(s), as determined by our Board at its sole
discretion, from time to time
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Term Description
QIBs or Qualified
Institutional Buyers
Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI (ICDR)
Regulations;
R-WAP
Registrar’s web-based application platform accessible at [●], instituted as an optional
mechanism in accordance with the R-WAP Circulars. This platform is instituted only for
resident Investors, in the event such Investors are not able to utilize the ASBA facility
for making an application despite their best efforts;
R-WAP Circulars
SEBI circulars bearing reference numbers ‘SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated
May 06, 2020’, read with ‘SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020’,
‘SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021’, and
‘SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22, 2021’ and
‘SEBI/HO/CFD/DIL2/CIR/P/2021/633 dated October 01, 2021’;
Record Date Designated date for the purpose of determining the Equity Shareholders eligible to apply
for Right Shares, being [●];
Refund through
electronic transfer of
Funds
Refunds through NECS, Direct Credit, RTGS, NEFT or ASBA process, as applicable;
Registrar to the Issue Purva Sharegistry (India) Private Limited;
Registrar Agreement
Agreement dated December 02, 2021 entered into between our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to this Issue, including in relation to the R-WAP facility;
Renouncees Any persons who have acquired Rights Entitlements from the Equity Shareholders
through renunciation;
Renunciation Period
The period during which the Investors can renounce or transfer their Rights Entitlements
which shall commence from the Issue Opening Date i.e. [●]. Such period shall close on
[●] in case of On Market Renunciation. Eligible Shareholders are requested to ensure
that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncee on or prior to
the Issue Closing Date i.e. [●];
Retail Individual
Investors/ RIIs
An individual Investor (including an HUF applying through karta) who has applied for
Rights Equity Shares and whose Application Money is not more than ₹2,00,000.00/-
(Rupees Two Lakhs Only) in the Issue as defined under Regulation 2(1)(vv) of the SEBI
ICDR Regulations;
Rights Entitlement (s)/
RES
The number of Right Shares that an Investor is entitled to in proportion to the number of
Equity Shares held by the Investor on the Record Date, in this case being [●] Equity
Shares for every [●] Equity Shares held by an Eligible Equity Shareholder;
The Rights Entitlements with a separate ISIN ‘[●]’ will be credited to your demat
account before the date of opening of the Issue, against the Equity Shares held by the
Equity Shareholders as on the Record Date, pursuant to the provisions of the SEBI ICDR
Regulations and the SEBI Rights Issue Circular, the Rights Entitlements shall be credited
in dematerialized form in respective demat accounts of the Eligible Equity Shareholders
before the Issue Opening Date;
Rights Entitlement
Letter
Letter including details of Rights Entitlements of the Eligible Shareholders. The Rights
Entitlements are also accessible through the R-WAP and the link for the same will be
available on the website of our Company;
Right Shares Equity Shares of our Company to be Allotted pursuant to this Issue
R-WAP
Registrar’s web based application platform accessible at [email protected]
instituted as an optional mechanism in accordance with SEBI circulars bearing reference
numbers ‘SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020’,
‘SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020’,
‘SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021’,
‘SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22, 2021’ and
‘SEBI/HO/CFD/DIL2/CIR/P/2021/633 dated October 01, 2021’ for accessing/
submitting online Application Form by resident Investors
SEBI Rights Issue
Circulars
Collectively, SEBI circulars bearing reference number
‘SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020’,
Page 9 of 187
Term Description
‘SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21, 2020’,
‘SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020’,
‘SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020’ and
‘SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021’.
Self-Certified
Syndicate Banks/
SCSB(s)
The banks registered with SEBI, offering services (i) in relation to ASBA (other than
through UPI mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35, as applicable, or such other website as updated from time to time, and (ii) in relation
to ASBA (through UPI mechanism), a list of which is available on the website of SEBI
at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
or such other website as updated from time to time;
Transfer Date
The date on which the amount held in the escrow account(s) and the amount blocked in
the ASBA Account will be transferred to the Allotment Account, upon finalization of
the Basis of Allotment, in consultation with the Designated Stock Exchange;
Wilful Defaulter
A Company or person, as the case may be, categorized as a wilful defaulter by any bank
or financial institution or consortium thereof, in terms of Regulation 2(1)(lll) of SEBI
(ICDR) Regulations and in accordance with the guidelines on wilful defaulters issued by
the RBI, including any company whose director or promoter is categorized as such;
Working Day(s)
Working day means all days on which commercial banks in Mumbai are open for
business. Further, in respect of Issue Period, working day means all days, excluding
Saturdays, Sundays, and public holidays, on which commercial banks in Mumbai are
open for business. Furthermore, the time period between the Issue Closing Date and the
listing of the Right Shares on the Stock Exchange, working day means all trading days
of the Stock Exchange, excluding Sundays and bank holidays, as per circulars issued by
SEBI;
ABBREVIATIONS
Term Description
ADR American Depository Receipt;
AGM Annual General Meeting;
AIF Alternative Investment Fund as defined and registered with SEBI under the Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012;
AS Accounting Standards issued by the Institute of Chartered Accountants of India;
CAF Common Application Form;
CDSL Central Depository Services (India) Limited;
CFO Chief Financial Officer;
CIN Corporate Identification Number;
CIT Commissioner of Income Tax;
CLRA Contract Labour (Regulation and Abolition) Act, 1970;
Companies Act, 2013 Companies Act, 2013 along with rules made thereunder;
Companies Act, 1956 Companies Act, 1956, and the rules thereunder (without reference to the provisions
thereof that have ceased to have effect upon the notification of the Notified Sections) ;
CSR Corporate Social Responsibility;
Depository A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participant) Regulations, 2018 Depositories Act The Depositories Act, 1996;
DIN Director Identification Number;
DP Depository Participant;
DP-ID Depository Participant’s Identification;
DR Depository Receipts;
Page 10 of 187
Term Description
EBITDA Profit/(loss) after tax for the year adjusted for income tax expense, finance costs,
depreciation, and amortisation expense, as presented in the statement of profit and loss; EGM Extraordinary General Meeting;
EEA European Economic Area;
EPS Earning per Equity Share;
FDI Foreign Direct Investment;
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations made
thereunder;
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019;
FII(s) Foreign Institutional Investors registered with SEBI under applicable laws;
FIPB Foreign Investment Promotion Board;
FPIs Foreign Portfolio Investors;
Fugitive Economic
Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018;
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI;
FY Period of 12 months ended March 31 of that particular year, unless otherwise stated;
GAAP Generally Accepted Accounting Principles;
GDP Gross Domestic Product;
GDR Global Depository Receipt;
GNPA Gross Net Performing Assets;
GoI / Government The Government of India;
GST Goods and Services Tax;
HUF Hindu Undivided Family;
Ind AS Indian Accounting Standards;
ICAI The Institute of Chartered Accountants of India;
ICSI The Institute of Company Secretaries of India;
IFRS International Financial Reporting Standards;
Indian GAAP/ I-GAAP Generally Accepted Accounting Principles In India;
Income Tax Act/ IT Act The Income Tax Act, 1961 and amendments thereto;
Insider Trading
Regulations
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
Insolvency Code Insolvency and Bankruptcy Code, 2016, as amended;
INR / ₹ / Rs./ Indian
Rupees Indian Rupee, the official currency of the Republic of India;
IT Information Technology;
MCA The Ministry of Corporate Affairs, GoI;
Mn / mn Million;
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996;
N.A. or NA Not Applicable;
NAV Net Asset Value;
NEFT National Electronic Fund Transfer;
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and are
currently in effect;
NR/ Non- Resident A person resident outside India, as defined under the FEMA and includes an NRI, FPIs
registered with SEBI and FVCIs registered with SEBI;
NRE Account Non-resident external account;
NRI Non-resident Indian;
NSDL National Securities Depository Limited;
NSE National Stock Exchange of India Limited;
OCB Overseas Corporate Body;
p.a. Per annum;
P/E Ratio Price/Earnings Ratio;
Page 11 of 187
Term Description
PAN Permanent account number;
PAT Profit after Tax;
RBI Reserve Bank of India;
RBI Act Reserve Bank of India Act, 1934;
RoNW Return on Net Worth;
SCORES SEBI Complaints Redress System;
SCRA Securities Contracts (Regulation) Act, 1956;
SCRR Securities Contracts (Regulation) Rules, 1957;
SEBI Securities and Exchange Board of India;
SEBI Act Securities and Exchange Board of India Act, 1992;
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012;
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019;
SEBI (LODR)
Regulations
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time;
SEBI (ICDR)
Regulations
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and amendments thereto;
SEBI (SAST)
Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 and amendments thereto;
Securities Act United States Securities Act of 1933, as amended;
STT Securities transaction tax;
Trade Mark Act Trade Marks Act, 1999 and the rules thereunder, including subsequent amendments
thereto;
VCF
Venture capital fund as defined and registered with SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF
Regulations, as the case may be;
Page 12 of 187
NOTICE TO OVERSEAS INVESTORS
The distribution of the Letter of Offer, Abridged Letter of Offer and the Issue of Right Shares on a rights basis to
persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions.
Persons in whose possession the Letter of Offer, Abridged Letter of Offer or CAFs may come are required to inform
themselves about and observe such restrictions. Our Company is making this Issue of the Right Shares on a rights
basis to the Equity Shareholders as on Record Date and will dispatch the Letter of Offer/Abridged Letter of Offer and
CAFs to such Eligible Shareholders who have provided an Indian address to our Company. Those overseas
shareholders, who have not updated our records with their Indian address or the address of their duly authorized
representative in India, prior to the date on which we propose to dispatch the Letter of Offer/Abridged Letter of Offer
and CAFs, shall not be sent the Letter of Offer/Abridged Letter of Offer and CAFs.
No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that
purpose, except that the Draft Letter of Offer has been filed with BSE Limited for observations. Accordingly, the
Right Shares may not be offered or sold, directly or indirectly, and the Letter of Offer/ Abridged Letter of Offer, and
CAFs or any offering materials or advertisements in connection with this Issue may not be distributed in any
jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Receipt of the Letter of
Offer, Abridged Letter of Offer, and CAFs will not constitute an offer in those jurisdictions in which it would be
illegal to make such an offer and, under such circumstances, Letter of Offer, Abridged Letter of Offer and CAFs must
be treated as sent for information only and should not be acted upon for subscription to Right Shares and should not
be copied or redistributed. Accordingly, persons receiving a copy of Letter of Offer, Abridged Letter of Offer and
CAFs should not, in connection with the Issue of the Right Shares or Rights Entitlements, distribute or send the same
in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If Letter of
Offer, Abridged Letter of Offer and CAFs is received by any person in any such jurisdiction, or by their agent or
nominee, they must not seek to subscribe to the Right Shares or the Rights Entitlements referred to in the Letter of
Offer, Abridged Letter of Offer and CAFs. Envelopes containing a CAF should not be dispatched from any jurisdiction
where it would be illegal to make an offer, and all persons subscribing for the Equity Shares in this Issue must provide
an Indian address.
Any person who makes an application to acquire Equity Shares offered in this Issue will be deemed to have declared,
represented, warranted and agreed that she/he is authorized to acquire the Right Shares in compliance with all
applicable laws and regulations prevailing in her/his jurisdiction. Our Company, the Registrar to the Issue or any other
person acting on behalf of us reserve the right to treat any CAF as invalid where we believe that CAF is incomplete
or acceptance of such CAF may infringe applicable legal or regulatory requirements and we shall not be bound to allot
or issue any Right Shares or Rights Entitlement in respect of any such CAF. Neither the delivery of Letter of Offer,
Abridged Letter of Offer and CAFs nor any sale hereunder, shall under any circumstances create any implication that
there has been no change in our Company’s affairs from the date hereof or that the information contained herein is
correct as at any time subsequent to the date of the Letter of Offer.
The contents of the Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer, and CAFs should not be
construed as legal, tax or investment advice. Prospective investors may be subject to adverse foreign, state or
local tax or legal consequences as a result of the offer of Equity Shares. As a result, each investor should consult
its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters concerning
the offer of the Right Shares. In addition, our Company is not making any representation to any offeree or
purchaser of the Right Shares regarding the legality of an investment in the Right Shares by such offeree or
purchaser under any applicable laws or regulations.
The rights and the Equity Shares of our Company have not been and will not be registered under the Securities Act,
or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States
of America or the territories or possessions thereof, except in a transaction exempt from the registration requirements
of the Securities Act. The rights referred to in the Letter of Offer are being offered in India, but not in the United
States. The offering to which the Letter of Offer relates is not, and under no circumstances is to be construed as, an
offering of any Equity Shares or rights for sale in the United States or as a solicitation therein of an offer to buy any
of the said Equity Shares or rights. Accordingly, the Letter of Offer or Abridged Letter of Offer, and the CAF should
not be forwarded to or transmitted in or into the United States at any time.
Page 13 of 187
Neither our Company nor any person acting on behalf of our Company will accept subscriptions or renunciation from
any person, or the agent of any person, who appears to be, or who our Company or any person acting on behalf of our
Company has reason to believe is in the United States when the buy order is made. Envelopes containing a CAF should
not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where
it would be illegal to make an offer, and all persons subscribing for the Equity Shares and wishing to hold such Equity
Shares in registered form must provide an address for registration of the Equity Shares in India. Our Company is
making the Issue of Equity Shares on a rights basis to Eligible Shareholders of our Company on the Record Date and
the Letter of Offer and CAF will be dispatched only to Equity Shareholders who have an Indian address. Any person
who acquires rights and the Equity Shares will be deemed to have declared, represented, warranted and agreed,
1. That it is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the
United States when the buy order is made,
2. It does not have a registered address (and is not otherwise located) in the United States, and
3. It is authorized to acquire the rights and the Equity Shares in compliance with all applicable laws and regulations.
Our Company reserves the right to treat as invalid any CAF which:
1. Does not include the certification set out in the CAF to the effect that the subscriber does not have a registered address
(and is not otherwise located) in the United States and is authorized to acquire the rights and the Equity Shares in
compliance with all applicable laws and regulations;
2. Appears to our Company or its agents to have been executed in or dispatched from the United States;
3. Where a registered Indian address is not provided; or
4. Where our Company believes that CAF is incomplete or acceptance of such CAF may infringe applicable legal or
regulatory requirements; and our Company shall not be bound to allot or issue any Equity Shares or Rights Entitlement
in respect of any such CAF.
Page 14 of 187
PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA
CERTAIN CONVENTIONS
In this Draft Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to the/our
‘Company’, ‘we’, ‘our’, ‘us’ or similar terms are to Prismx Global Ventures Limited or, as the context requires, and
references to ‘you’ are to the Equity Shareholders and/ or prospective Investors in the Equity Shares.
FINANCIAL DATA
Unless stated otherwise, the financial data in this Draft Letter of Offer is derived from the audited Financial Statement
of our Company which have been prepared in accordance with Indian GAAP, Accounting Standards, Companies Act,
2013. For further details, please refer to the section titled ‘Financial Information’ beginning on page 70 of this Draft
Letter of Offer. The financial year of our Company commences on April 1 and ends on March 31.
In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures.
CURRENCY OF PRESENTATION
All references in this Draft Letter of Offer to ‘Rupees’, ‘Rs.’, ‘₹’, ‘Indian Rupees’ and ‘INR’ are to Rupees, the official
currency of the Republic of India.
All references to ‘U.S. $’, ‘U.S. Dollar’, ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United
States of America.
Please Note:
One million is equal to 1,000,000/10 lakhs;
One billion is equal to 1,000 million/100 crores;
One lakh is equal to 100 thousand;
One crore is equal to 10 million/100 lakhs;
Page 15 of 187
FORWARD LOOKING STATEMENTS
We have included statements in this Draft Letter of Offer which contain words or phrases such as ‘will’, ‘may’, ‘aim’,
‘is likely to result’, ‘believe’, ‘expect’, ‘continue’, ‘anticipate’, ‘estimate’, ‘intend’, ‘plan’, ‘contemplate’, ‘seek to’,
‘future’, ‘objective’, ‘goal’, ‘project’, ‘should’, ‘pursue’ and similar expressions or variations of such expressions, that
are ‘forward looking statements’.
Further, actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties or assumptions associated with the expectations with respect to, but not limited to, regulatory changes
pertaining to the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity
prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic
laws, regulations and taxes, changes in competition in its industry and incidents of any natural calamities and/or acts
of violence. Important factors that could cause actual results to differ materially from our Company’s expectations
include, but are not limited to, the following:
1. Uncertainty of the continuing impact of the COVID-19 pandemic on our business and operations;
2. The ability to exploit and grow our content library;
3. The performance of the content distributed by us;
4. Intensified competition which may result in content cost escalation and restrict our ability to access content at
favorable terms;
5. General economic and business conditions in India and in the markets in which we operate and in the local, regional,
and national economies;
6. Changes in laws and regulations relating to the sectors and industry in which we operate;
7. Realization of Contingent Liabilities;
8. Occurrence of uninsured losses;
9. Factors affecting the industry in which we operate;
10. Our ability to meet our capital expenditure requirements;
11. Our ability to successfully implement our growth strategy and expansion plans and to successfully launch and
implement various projects and business plans for which funds are being raised through this Issue;
12. Fluctuations in operating costs;
13. Our ability to attract and retain qualified personnel;
14. Our failure to keep pace with rapid changes in technology;
15. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate
policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or
other rates or prices;
16. Occurrence of natural disasters or calamities affecting the areas in which we have operations;
17. Any adverse outcome in the legal proceedings in which we/our group companies are involved;
Page 16 of 187
18. Other factors beyond our control;
19. Our ability to manage risks that arise from these factors;
20. Changes in Government policies and Regulatory actions that apply to or affect our business;
21. Conflicts of interest with affiliated companies, the promoter group and other related parties;
22. The performance of the financial markets in India and globally; and
For a further discussion of factors that could cause the actual results to differ, please refer to the section titled ‘Risk
Factors’ beginning on page 20 of this Draft Letter of Offer. By their nature, certain market risk disclosures are only
estimates and could materially different from what actually occurs in the future. As a result, actual future gains or
losses could materially differ from those that have been estimated and are not a guarantee of future performance. Our
Company or advisors does not have any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying
assumptions do not come to fruition. In accordance with SEBI and Stock Exchange’ requirements, our Company shall
ensure that Investors in India are informed of material developments until the time of the grant of listing and trading
permission by the BSE Limited.
Page 17 of 187
SECTION II – SUMMARY OF THE DRAFT LETTER OF OFFER
The following is a general summary of certain disclosures included in this Draft Letter of Offer and is neither
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Letter of Offer or all details
relevant to prospective Investors. This summary should be read in conjunction with and is qualified by, the more
detailed information appearing in this Draft Letter of Offer, including the sections titled ‘Risk Factors’, ‘Objects of
the Issue’, ‘Business Overview’ and ‘Outstanding Litigations, Defaults and Material Developments’ beginning on
pages 20, 49, 61, and 133 of this Draft Letter of Offer, respectively.
SUMMARY OF OUR BUSINESS
The Company was incorporated on January 15, 1973, as “Kamalakshi Finance Corporation Private Limited” with the
object of finance and investment related activities. The Company was engaged in finance, share trading, investments,
business which is fast growing. The Company then converted from Private to Public Company and the name was
changed to Kamalakshi Finance Corporation Limited’ on December 11, 1973. The name of the Company was changed
further to “Gromo Trade & Consultancy Limited” on July 01, 2015 and the Company forayed into the Sports and
Entertainment industry with the vision of curating, creating and executing and releasing world class Sportainment
content including Sports Leagues, Feature Films, Short Films, Web Shows and Musical content with genres cutting
through age, language and cultures and bringing wholesome Sportainment to a global diaspora. Our team of experts
have made their mark across various streams and have now come together to form a single cohesive unit with a one
point agenda to bring to life the best content whose execution shall define the way forward for any Sportainment
experience. Simultaneously, the company has been doing the business of share, Bullion and commodity trading,
Investments and loans & advances.
The name of the Company was further changed to “Prismx Global Ventures Limited” and a fresh Certificate of
Incorporation pursuant to change of name was issued by the Deputy Registrar of Companies, Mumbai on November
13, 2019. In 2021, the Company has taken first step to enter the growing Digital Media Space with the launch of
“GudGudi” the first OTT Channel dedicated to humour. The service would be available to registered members
worldwide and on 24 x 7 basis.
For further details, please refer to the chapter titled ‘Business Overview’ beginning on page 61 of this Draft Letter of
Offer.
OBJECTS OF THE ISSUE
The details of Issue Proceeds are set forth in the following table:
Particulars Amount (₹ in lakhs)
Gross Proceeds from the Issue# 4919.75
Less: Estimated Issue related Expenses 50.25
Net Proceeds from the Issue 4970.00
# assuming full subscription and allotment
*The Issue size will not exceed ₹49,70,00,000/- (Rupees Forty-Nine Crores Seventy Lakhs Only). If there is any
reduction in the amount on account of or at the time of finalization of Issue Price and Rights Entitlements Ratio, the
same will be adjusted against [●]
The intended use of the Net Proceeds of the Issue by our Company is set forth in the following table:
Sr.
No. Particulars
Amount
(₹ in Lakhs)
1) Working capital requirements 4025.15
2) General Corporate Purposes 894.60
Page 18 of 187
Sr.
No. Particulars
Amount
(₹ in Lakhs)
3) Issue related expenses 50.25
Total Net Proceeds 4970.00
For further details, please refer to the chapter titled ‘Objects of the Issue’ beginning on page 49 of this Draft Letter of
Offer.
SUBSCRIPTION TO THE ISSUE BY OUR PROMOTER AND PROMOTER GROUP
The Promoters of our Company through their letter dated November 29, 2021, have confirmed that they intend to
subscribe in part or to full extent of its Rights Entitlement in this Issue and to the extent of unsubscribed portion (if
any) of this Issue and that they shall not renounce their Rights Entitlements except within the Promoter Group, in
accordance with the provisions of Regulation 86 of the SEBI (ICDR) Regulations.
Our Promoter and certain members of our Promoter Group have also confirmed that they intend to apply for and
subscribe to additional Right Shares and any Equity Shares offered in the Issue that remain unsubscribed, subject to
compliance with the minimum public shareholding requirements, as prescribed under the SCRR and the SEBI (LODR)
Regulations.
Any such subscription for Right Shares over and above the Rights Entitlement of the Promoters of our Company, if
allotted, may result in an increase in their shareholding percentage in the Company. The allotment of Right Shares of
the Company subscribed by the Promoter and other members of the Promoter Group in this Issue shall be
eligible for exemption from open offer requirements in terms of Regulation 10(4)(a) and 10(4)(b) of the SEBI
(SAST) Regulations. This Issue shall not result in a change of control of the management of our Company in
accordance with the provisions of SEBI (SAST) Regulations. Our Company is in compliance with Regulation 38 of
the SEBI (LODR) Regulations and will continue to comply with the minimum public shareholding requirements under
applicable law, pursuant to this Issue.
FINANCIAL INFORMATION
The following table sets forth the summary financial information derived from the Unaudited Standalone and
Consolidated Financial Results with Limited Review for the half-year ending September 30, 2021, with Audited
Financial Statements, for Financial Years ending March 31, 2021, March 31, 2020, and March 31, 2019, prepared in
accordance with GAAP and the Companies Act, 2013.
(In ₹)
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Standalone Financial Statements
Consolidated
Standalone
Audited Financial Statements for the
Financial Year ending
March 31,
2021
March 31,
2020
March 31,
2019
Equity Share Capital 28,48,85,050 28,39,00,000 28,39,00,000 28,39,00,000 28,39,00,000
Net Worth 43,28,08,933 43,18,23,883 42,26,02,939 40,94,16,749 40,45,64,005
Total Income 2,20,87,352 2,20,87,352 7,96,93,652 22,33,31,891 30,16,09,980
Profit / (loss) after tax 87,89,061 88,04,010 1,33,73,432 97,24,044 37,17,981
Basic and diluted EPS 0.310 0.310 0.46 0.17 0.31
Net asset value per Equity Share 15.19 15.21 14.89 14.42 14.25
Total borrowings 1,24,80,500 1,24,80,500 1,24,80,548 1,25,69,783 1,18,50,548
Note: The Company approved the investment in 51% Equity Shares of Tmart Platform Private Limited at their meeting
held on April 28, 2021. Thus, making Tmart Platform Private Limited a subsidiary company of Prismx Global
Ventures Limited. Hence consolidated accounts are being filed by the Company from September 30, 2021.
Page 19 of 187
AUDITOR QUALIFICATIONS
For further details on auditor qualifications, please refer to section titled ‘Financial Statements’ beginning on page
70 of this Draft Letter of Offer.
OUTSTANDING LITIGATIONS
Nature of cases Number
of cases
Amount
involved (₹)
Litigations involving our Company
Litigation Involving Actions by Statutory/Regulatory Authorities 2 6,00,000
Litigation involving Tax Liabilities Nil Nil
Proceedings involving issues of moral turpitude or criminal liability on the part of
our Company
Nil Nil
Proceedings involving Material Violations of Statutory Regulations by our Company Nil Nil
Matters involving economic offences where proceedings have been initiated against
our Company
Nil Nil
Other proceedings involving our Company which involve an amount exceeding the
Materiality Threshold or are otherwise material in terms of the Materiality Policy,
and other pending matters which, if they result in an adverse outcome would
materially and adversely affect the operations or the financial position of our
Company
1 2,51,65,300
Litigation involving our Directors, Promoters and Promoter Group Nil Nil
Litigation involving our Group Companies Nil Nil
For further details, please refer to section titled ‘Outstanding Litigations, Defaults and Material Developments’
beginning on page 133of this Draft Letter of Offer.
RISK FACTORS
For details of potential risks associated with our ongoing business activities and industry, investment in Equity Shares,
material litigations which impact the business of the Company and other economic factors, please refer to the section
titled ‘Risk Factors’ beginning on page 20 of this Draft Letter of Offer.
CONTINGENT LIABILITIES
For details of the contingent liabilities, as reported in the Financial Statements, please refer to the section titled
‘Financial Statements’ beginning on page 70 of this Draft Letter of Offer.
RELATED PARTY TRANSACTIONS
For details of the related party transactions, as reported in the Financial Statements, please refer to the section titled
‘Financial Statements’ beginning on page 70 of this Draft Letter of Offer.
FINANCING ARRANGEMENTS
There have been no financing arrangements whereby our Directors and their relatives have financed the purchase, by
any other person of Equity Shares other than in the normal course of the business of the financing entity during the
period of 6 (Six) months immediately preceding the date of this Draft Letter of Offer.
ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR
Our Company has not issued any Equity Shares for consideration other than cash during the last 1 (One) year
immediately preceding the date of filing this Draft Letter of Offer.
Page 20 of 187
SECTION III – RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. You should carefully consider each of the following
risk factors and all other information set forth in this Draft Letter of Offer, including in ‘Business Overview’,
‘Industry Overview’, and ‘Financial Statements’ beginning on pages 61,58, and 70 respectively in this Draft Letter
of Offer, before making an investment in our Equity Shares.
The risks and uncertainties described below are not the only risks that we currently face; additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our
business, financial condition, results of operations, and cash flows. If any or some combination of the following risks,
or other risks that are not currently known or believed to be adverse, actually occur, our business, financial condition,
and results of operations could suffer, the trading price and the value of your investment in, our Equity Shares could
decline and you may lose all or part of your investment. To the extent the COVID-19 pandemic has adversely affected
and may affect our business and financial results, it may also have the effect of increasing many of the other risks
described in this section, such as those relating to non-payment or default by borrowers. In making an investment
decision with respect to this Issue, you must rely on your own examination of our Company and the terms of this Issue,
including the merits and risks involved. You should consult your tax, financial, and legal advisors about the
consequences of an investment in our Equity Shares and its impact on you.
This Draft Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results
could differ materially from such forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Draft Letter of Offer.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or
other implications of any of the risks described in this section. Unless the context otherwise requires, in this section,
reference to ‘we’, ‘us’, ‘our’ refers to our Company.
INTERNAL RISK FACTORS
1. SEBI vide Adjudication Order bearing reference number Order No. WTM/RKA/ISD/09/2015 dated February 20,
2015 had suspended the trading in securities of the Company and had revoked the suspension vide SEBI Order no.
WTM/GM/EFD/72/2018 dated October 30, 2018 wef November 01, 2018.
SEBI vide its order Order No. WTM/RKA/ISD/09/2015 dated February 20, 2015 had suspended the trading of the
Company as certain market manipulations were taking place in the scrip of the Company. The suspension has been
revoked on wef November 01, 2018 by BSE vide its order WTM/GM/EFD/72/2018 dated October 30, 2018.
In future, we cannot assure you that these legal proceedings will be decided in favour of our Company, or that no
further liability will arise out of these proceedings. We may incur significant expenses in such legal proceedings and
we may have to make provisions in our financial statements, which could increase our expenses and liabilities. Any
adverse decision may adversely affect our business, results of operations and financial condition.
2. The novel coronavirus (Covid-19) pandemic outbreak and steps taken to control the same have significantly
impacted our business, results of operations, financial condition, and cash flows and further impact will depend
on future developments, which are highly uncertain
The rapid and diffused spread of COVID-19 and global health concerns relating to this outbreak have had a severe
negative impact on all businesses. The COVID-19 pandemic could continue to have an impact that may worsen for
an unknown period of time. Currently, there is substantial medical uncertainty regarding COVID-19 and this pandemic
may continue to cause unprecedented economic disruption in India and in the rest of the world. The scope, duration,
and frequency of such measures and the adverse effects of COVID-19 remain uncertain and could be severe. In case
due to any consequent wave of Coronavirus, if long-term lockdown is imposed in the country or the state in which we
perform of business, we may face losses and our business operations could be severely impacted.
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3. There are some outstanding litigations filed by and against our Company.
As on the date of this Draft Letter of Offer, our Company is involved in certain legal proceedings. These legal
proceedings are pending at different levels of adjudication before various courts and tribunals. The amounts claimed
in these proceedings have been disclosed to the extent ascertainable and include amounts claimed jointly and/or
severally from us and/or other parties. We cannot assure you that these legal proceedings will be decided in favour of
our Company, or that no further liability will arise out of these proceedings. We may incur significant expenses in
such legal proceedings, and we may have to make provisions in our financial statements, which could increase our
expenses and liabilities. Any adverse decision may adversely affect our business, results of operations and financial
condition.
The details in brief have been given in the below table:
Nature of cases Number of cases Amount involved
Litigation Involving Actions by Statutory/Regulatory Authorities 2 6,00,000
Other proceedings involving our Company which involve an
amount exceeding the Materiality Threshold or are otherwise
material in terms of the Materiality Policy, and other pending
matters which, if they result in an adverse outcome would
materially and adversely affect the operations or the financial
position of our Company
1 2,51,65,300
4. We require number of approvals, NOCs, licenses in ordinary course of our Business.
Currently the Company is unable to trace the following licenses:
a. Certificate of incorporation for conversion of Company from Private to public Company.
b. Registration Certificate and Enrolment certificate under the Maharashtra State Tax on Professions, Trades,
Callings and Employments Act, 1975
We need to apply for renewal of approvals which expire, from time to time, as and when required in the ordinary
course of our business. Any failure to renew the approvals that will expire, or to failure/delay to apply for and obtain
the required approvals, licences, registrations or permits, or any suspension or revocation of any of the approvals,
licences, registrations and permits that have been or may be issued to us, could result in delaying the operations of our
business, which may adversely affect our business, financial condition, results of operations and prospects.
We cannot assure you that the approvals, licences, registrations and permits issued to us would not be suspended or
revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant
to any regulatory action.
Our failure to comply with existing or increased regulations, or the introduction of changes to existing regulations,
could adversely affect our business, financial condition, results of operations and prospects.
5. Some of our corporate records including forms filed with the Registrar of Companies are not traceable. We cannot
assure you that these forms filings will be available in the future or that we will not be subject to any penalties
imposed by the relevant regulatory authority in this respect.
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Our Company is unable to trace certain corporate and other documents in relation to our Company including forms
filed with the Registrar of Companies prior to the year 2013. Certain forms filed with the ROC like increase in
authorised capital, conversion from private to public company certificate, could not be traced.
Our Company cannot assure you that the filings were made in timely manner, or the information gathered through
other available documents of the Company are correct. Also, our Company may not be in a position to attend to and /
or respond appropriately to any legal matter due to lack of lost records and to that extent the same could adversely
affect our business operations.
6. The Statutory Auditor of the Company has issued a qualification remark addressing the concern that, the Company
does not have an appropriate internal control system.
As per the audited financial statements for the Financial Year 2020-2021, the Statutory Auditor of the Company has
issued a qualification remark on the internal control system of the Company; as per the observations drawn by the
Statutory Auditor, it has been observed that:
a. The Company does not have an appropriate internal control system for granting of loans. Further, the demand
and other loans given are governed by the Board policies.
b. No appraisal, renewal, policies, procedure, committee or documents have been prescribed and executed.
c. The Company’s internal control system is not commensurate to the size and scale of operation over purchase
and sale of shares and inventory and for expenses incurred.
7. The Practising Company Secretary of the Company in their Secretarial Audit Report has issued a qualification
remarks in the Annual Report for the Financial Year 2020-2021.
As per the audited financial statements for the Financial Year 2020-2021, the Practising Company Secretary of the
Company has issued qualifications remark on the following matters:
a. The Company has given loans and advances wherein no interest has been charged and, in some cases, wherein
interest charged is less than prevailing yield government security for relevant tenure.
b. The Company has delayed submitted Intimation under Regulations 29(2)/29(3) read with Regulation 30 of
SEBI (LODR) Regulations, notice of Board Meeting for approval of Un-Audited financial results for the
Quarter Ended 30th September, 2020.
c. The Company has delayed in appointed of Company Secretary as per the provision of Section 203 of Companies
Act, 2013.
8. The distribution of content may not generate adequate revenues to recover associated costs, which could
impact our growth plans and may adversely impact our profitability.
We acquire content based on our management estimates driven by certain assumptions. However, the actual
performance of the content acquired by us may vary from estimates for factors which may be beyond our control.
In certain contents, we may not be able to generate adequate or expected revenues to recover the costs
associated with such contents. Further, we cannot give any assurance that all future contents would generate
sufficient revenues to recover their cost involved. The aforementioned risks could adversely impact our
profitability which could have a material adverse effect on our business, results of operations and financial
condition.
9. Intensified competition may result in content cost escalation which may restrict our ability to access content
at favourable terms or at all. Any escalation in the content acquisition cost as a result of such competition
could result in us losing out on opportunities to acquire content, or, could impact the profitability of the
content so acquired, which would adversely affect our growth and profitability.
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Our Company faces competition from both new as well as existing players in the OTT segment. Intensified
competition from these players in recent years has increased demand for the limited content pool, which has in turn
contributed to an increase in costs for content acquisition. There can be no assurance that the costs of content
acquisition will not continue to increase in the future, making it more difficult for us to access content cost-
effectively. Further, the prices of commercially compelling content could rise disproportionately due to scarce supply
of such content. This could reduce our ability to sustain profit margins, which could have a material adverse
effect on our business prospects, financial condition and results of operations.
10. We require working capital funds for content acquisition and the failure to obtain additional financing in the form
of debt or equity in a timely manner or on terms commercially favourable to us or at all, may adversely
affect our content acquisition and our future profitability.
We require working capital funds for content acquisition and business growth. The actual amount and timing of our
fund requirements may also differ from estimates as a result of, among other things, unforeseen delays or
cost overruns in acquiring content, changes in business plans due to prevailing economic conditions,
unanticipated expenses and regulatory changes. To the extent our planned expenditure requirements exceed our
available resources; we will be required to seek additional debt or equity financing. Additional debt financing could
increase our interest cost and require us to comply with additional restrictive covenants in our financing
agreements. Additional equity financing could dilute our earnings per Equity Share and your interest in our Company
and could adversely impact our Equity Share price.
11. Our ability to remain competitive may be adversely affected by rapid technological changes with respect to
distribution platform and our ability to adapt to such changes.
The media and entertainment industry continues to undergo significant technological developments, including
the ongoing transition from physical to digital media. We may not be successful in adapting to new digital
distribution technology. Further, advances in technologies or alternative methods of product delivery, storage or
changes in consumer behaviour driven by these or other technologies, could have a negative effect on our home
entertainment market and new digital market in India. If we fail to successfully exploit digital and other emerging
technologies, it could have a material adverse effect on our business prospects, financial condition and results
of operations.
12. Investors shall not have the option to receive Right Shares in physical form.
In accordance with the provisions of Regulation 77A of the SEBI (ICDR) Regulations read with SEBI Rights Issue
Circular, the credit of Rights Entitlement and Allotment of Right Shares shall be made in dematerialised form only.
Investors will not have the option of getting the allotment of Equity Shares in physical form.
13. The entitlement of Equity Shares to be allotted to investors applying for Allotment in physical form, will be kept in
abeyance.
In accordance with the SEBI (ICDR) Regulations, the option to receive the Right Shares in physical form will not be
available after a period of six months from the date of coming into force of the SEBI (ICDR) Regulations, i.e., May
10, 2019. Since, the Right Shares offered pursuant to this Issue will be Allotted only after May 10, 2019, the
entitlement of Right Shares to be Allotted to the Applicants who have applied for Allotment of the Right Shares in
physical form will be kept in abeyance in electronic mode by our Company until the Applicants provide details of
their demat account particulars to the Registrar. Pursuant to a press release dated December 03, 2018, issued by the
SEBI, with effect from April 01, 2019, a transfer of listed Equity Shares cannot be processed unless the Equity Shares
are held in dematerialized form (except in case of transmission or transposition of Equity Shares).
14. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form may lapse in case
they fail to furnish the details of their demat account to the Registrar.
The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders has recently
been introduced by SEBI. Accordingly, the process for such Rights Entitlements has been recently devised by capital
market intermediaries. Eligible Equity Shareholders are encouraged to exercise caution, carefully follow the
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requirements as stated in the R-WAP Circulars and ensure completion of all necessary steps in relation to
providing/updating their demat account details in a timely manner. In accordance with Regulation 77A of the SEBI
(ICDR) Regulations read with the R-WAP Circulars, the credit of Rights Entitlements and Allotment of Rights Equity
Shares shall be made in dematerialized form only. For further details, please refer to the section titled ‘Terms of the
Issue’ beginning on page 145 of this Draft Letter of Offer.
15. Our insurance policies do not cover all risks, specifically risks like terrorism, etc. In the event of the occurrence of
such events, our insurance coverage may not adequately protect us against possible risk of loss.
Our Company has obtained insurance coverage in respect of certain risks. Our significant insurance policies consist
of, among others, standard fire and special perils, fidelity guarantee, plate glass insurance, etc. While we believe that
we maintain insurance coverage in adequate amounts consistent with size of our business, our insurance policies do
not cover all risks, specifically risks like terrorism, etc. There can be no assurance that our insurance policies will be
adequate to cover the losses in respect of which the insurance has been availed. If we suffer a significant uninsured
loss or if insurance claim in respect of the subject-matter of insurance is not accepted or any insured loss suffered by
us significantly exceeds our insurance coverage, our business, financial condition and results of operations may be
materially and adversely affected.
16. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows,
working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.
Our Company may retain all our future earnings, if any, for use in the operations, and expansion of our business. As
a result, we may not declare dividends in the foreseeable future. Any future determination as to the declaration and
payment of dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of
Directors deem relevant, including among others, our results of operations, financial condition, cash requirements,
business prospects and any other financing arrangements. Accordingly, realization of a gain on shareholders
investments may largely depend upon the appreciation of the price of our Equity Shares. There can be no assurance
that our Equity Shares will appreciate in value.
17. Changes in technology may render our current technologies obsolete or require us to make substantial capital
investments.
Modernization and technology up-gradation is essential to provide better products. Although we strive to keep our
technology in line with the latest standards, we may be required to implement new technology or upgrade the existing
employed by us. Further, the costs in upgrading our technology could be significant which could substantially affect
our finances and operations.
18. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could
adversely affect our financial condition, results of operations and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and cause
serious harm to our reputation. There can be no assurance that we will be able to detect or deter such misconduct.
Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees
and agents may also commit errors that could subject us to claims and proceedings for alleged negligence, as well as
regulatory actions on account of which our business, financial condition, results of operations, and goodwill could be
adversely affected.
19. As the Equity Shares of our Company are listed on BSE Limited, our Company is subject to certain obligations
and reporting requirements under the SEBI (LODR) Regulations and comply with other SEBI regulations. Any
non-compliances/delay in complying with such obligations and reporting requirements may render us liable to
prosecution and/or penalties.
The Equity Shares of our Company are listed on BSE Limited, therefore we are subject to the obligations and reporting
requirements prescribed under the SEBI (LODR) Regulations, to the extent applicable, and have to adhere to and
comply with other applicable Regulations framed by SEBI. Our Company endeavours to comply with all such
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obligations and reporting requirements, any non-compliance which might have been committed by us, may result into
BSE Limited and/or SEBI imposing penalties, issuing warnings and show cause notices against us and/or taking
actions as provided under the SEBI Act and the rules and regulations made there under and applicable SEBI Circulars.
Any such adverse regulatory action or development could affect our business reputation, divert management attention,
and result in a material adverse effect on our business prospects and financial performance and on the trading price of
the Equity Shares.
ISSUE SPECIFIC FACTORS
20. Investment in Right Shares is exposed to certain risks. From the Call Record Date for each Call prior to the final
Call, the trading of the Right Shares would be suspended for an applicable period under the applicable law.
Further, the Right Shares will not be traded with effect from the Call Record Date for the final call fixed for the
determination of the Investors liable to pay Call Monies, as determined by our Board at its sole discretion, from
time to time. The holders of the Right Shares will not be able to trade in these securities till they are credited to the
holders’ account as fully paid-up. Further, until the subsistence of Right Shares, we may not be able to undertake
certain forms of equity capital raising.
The Issue Price is ₹[●] (Rupees [●] Only) per Rights Equity Share. On Application, Investors will have to pay ₹[●]
(Rupees [●] Only) ([●]% ([●] percent) of the Issue Price) per Rights Equity Share. The balance amount will be payable
by the Rights Equity Shareholders on subsequent Calls of ₹[●] (Rupees [●] Only) per Rights Equity Share, after
payment of the Application Money.
The Right Shares offered under this Issue will be listed under a separate ISIN. An active market for trading may not
develop for the Right Shares. This may affect the liquidity of the Right Shares and restrict your ability to sell them.
If our Company does not receive the Call Money as per the timelines stipulated in the Call notice, unless extended by
our Board, the defaulting Rights Equity Shareholders will be liable to pay interest as may be fixed by our Board unless
waived or our Company may forfeit the Right Shares, in accordance with the Companies Act, 2013 and our Articles
of Association. In case our Company declares any dividend, Rights Equity Shareholders are only entitled to dividend
in proportion to the amount paid-up, and the voting rights (exercisable on a poll) by Investors shall also be proportional
to such investor's share of the paid-up equity capital of our Company. Therefore, the rights of holders of the Right
Shares will not be pari-passu with the rights of the other shareholders of our Company in case of non-payment of Call
Monies.
The ISIN representing partly paid-up Right Shares will be terminated after the Call Record Date for the final Call. On
payment of the final Call in respect of the partly paid-up Right Shares, such partly paid-up Right Shares would be
converted into fully paid-up Equity Shares and shall be listed and identified under the existing ISIN for our fully paid-
up Equity Shares. Our Company would fix a Call Record Date for the purpose of determining the list of allottees to
whom the notice for the Final Call would be sent. From the Call Record Date for each Call prior to the Final Call, the
trading of the Right Shares would be suspended for an applicable period under the applicable law. Further, with effect
from the Call Record Date, trading in the partly paid-up Right Shares for which final Call have been made, would be
suspended prior to the Call Record Date, for such period as may be applicable under the rules and regulations.
Furthermore, the holders of the partly paid-up Right Shares will not be able to trade in these Equity Shares until they
are credited to the holders’ account as fully paid-up Right Shares. Similarly, for an applicable period, from the Call
Record Date for each Call, the trading of the Right Shares would be suspended under the applicable law. Further, there
is little history of trading of partly paid-up shares in India and therefore there could be less liquidity in this segment,
which may cause the price of the Right Shares to fall and may limit ability of Investors to sell the Right Shares. There
may also be a risk of the Right Shares not forming part of the index.
Further, until the subsistence of Right Shares, we cannot undertake further rights issues, further public offers or bonus
issues. In terms of Regulation 62 and Regulation 104 of the SEBI (ICDR) Regulations, an issuer making a rights issue
or further public offer is required to ensure that all its existing partly paid-up equity shares have either been fully paid-
up or have been forfeited. Additionally, a bonus issue will not be permitted under law till the subsistence of partly
paid-up equity shares in terms of Regulation 293 of the SEBI (ICDR) Regulations.
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21. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without compensation
and result in a dilution of shareholding.
The Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and become null
and void, and Eligible Shareholders will not receive any consideration for them. The proportionate ownership and
voting interest in our Company of Eligible Shareholders who fail (or are not able) to exercise their Rights Entitlements
will be diluted. Even if you elect to sell your unexercised Rights Entitlements, the consideration you receive for them
may not be sufficient to fully compensate you for dilution of your percentage ownership of the equity share capital of
our Company that may be caused as a result of the Issue. Renouncees may not be able to apply in case of failure in
completion of renunciation through off-market transfer in such a manner that the Rights Entitlements are credited to
the demat account of the Renouncees prior to the Issue Closing Date. Further, in case, the Rights Entitlements do not
get credited in time, in case of On Market Renunciation, such Renouncee will not be able to apply in this Issue with
respect to such Rights Entitlements.
22. SEBI has recently, by way of Rights Issue Circulars streamlined the process of rights issues. You should follow the
instructions carefully, as stated in such SEBI circulars and in this Draft Letter of Offer.
The concept of crediting Rights Entitlements into the demat accounts of the Eligible Shareholders has recently been
introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been recently devised by capital
market intermediaries. Eligible Shareholders are encouraged to exercise caution, carefully follow the requirements as
stated in the SEBI Rights Issue Circulars and ensure completion of all necessary steps in relation to providing/updating
their demat account details in a timely manner. For details, see ‘Terms of the Issue’ on page 145 of this Draft Letter
of Offer.
In accordance with Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI Rights Issue Circular, the
credit of Rights Entitlements and Allotment of Right Shares shall be made in dematerialized form only. Prior to the
Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible
Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow account (namely
being [●]) opened by our Company, for the Eligible Shareholders which would comprise Rights Entitlements relating
to:
(a) Equity Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI (LODR) Regulations; or
(b) Equity Shares held in the account of IEPF authority; or
(c) The demat accounts of the Eligible Equity Shareholder which are frozen or suspended for debit or credit or details of
which are unavailable with our Company or with the Registrar on the Record Date; or
(d) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in the physical form on the Record Date
the details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar; or
(e) Credit of the Rights Entitlements returned/reversed/failed; or
(f) The ownership of the Equity Shares currently under dispute, including any court proceedings.
23. The R-WAP payment mechanism facility proposed to be used for this Issue may be exposed to risks, including risks
associated with payment gateways.
In accordance with SEBI Rights Issue Circulars, a separate R-WAP facility accessible at www.purvashare.com has been
instituted for making an Application in this Issue by resident Investors (only in the event such Investors are not able
to utilize the ASBA facility for making an Application despite their best efforts). Further, R-WAP is only an additional
option and not a replacement of the ASBA process. On R-WAP, the resident Investors can access and fill the
Application Form in electronic mode and make online payment using the internet banking or UPI facility from their
own bank account thereat. For details, see the paragraph titled ‘Making of an Application through the Registrar’s
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Web-based Application Platform (‘R-WAP’) process’ under the section titled ‘Terms of the Issue’ on page 145 of
this Draft Letter of Offer. Such payment gateways and mechanisms are faced with risks such as:
(a) Keeping information technology systems aligned and up to date with the rapidly evolving technology in the payment
services industries;
(b) Scaling up technology infrastructure to meet requirements of growing volumes;
(c) Applying risk management policies effectively to such payment mechanisms;
(d) Keeping users’ data safe and free from security breaches; and
(e) Effectively managing payment solutions logistics and technology infrastructure.
Further, R-WAP is a new facility which has been instituted due to challenges arising out of the COVID-19 pandemic.
We cannot assure you that R-WAP will not suffer from any unanticipated system failure or breakdown or delay,
including failure on part of the payment gateway, and therefore, your Application may not be completed or may be
rejected. These risks are indicative and any failure to manage them effectively can impair the efficacy and functioning
of the payment mechanism for this Issue. Since Application process through R-WAP is different from the ASBA
process, there can be no assurance that investors will not find difficulties in accessing and using the R-WAP.
24. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our Company
may dilute your shareholding and any sale of Equity Shares by our Promoter or members of our Promoter Group
may adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by our
Company may dilute your shareholding in our Company; adversely affect the trading price of the Equity Shares and
our ability to raise capital through an issue of our securities. In addition, any perception by investors that such issuances
or sales might occur could also affect the trading price of the Equity Shares. We cannot assure you that we will not
issue additional Equity Shares. The disposal of Equity Shares by any of our Promoter and Promoter Group, or the
perception that such sales may occur may significantly affect the trading price of the Equity Shares. We cannot assure
you that our Promoter and Promoter Group will not dispose of, pledge or encumber their Equity Shares in the future.
25. The entitlement of Right Shares to be allotted to investors applying for Allotment in physical form, will be kept in
abeyance.
In accordance with the provisions of SEBI (ICDR) Regulations, the option to receive the Right Shares in physical
form will not be available after a period of 6 (Six) months from the effective date of the SEBI (ICDR) Regulations,
being, May 10, 2019. Since, the Right Shares offered pursuant to this Issue will be Allotted only after May 10, 2019,
the entitlement of Right Shares to be Allotted to the Applicants who have applied for Allotment of the Right Shares
in physical form will be kept in abeyance in electronic mode by our Company until the Applicants provide details of
their demat account particulars to the Registrar. Pursuant to a press release dated December 03, 2018 issued by the
SEBI, with effect from April 01, 2019, a transfer of listed Equity Shares cannot be processed unless the Equity Shares
are held in dematerialized form (except in case of transmission or transposition of Equity Shares).
26. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form (‘Physical
Shareholder’) may lapse in case they fail to furnish the details of their demat account to the Registrar.
The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders has been
recently introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been recently devised by
capital market intermediaries. Eligible Equity Shareholders are encouraged to exercise caution, carefully follow the
requirements as stated in the SEBI circulars dated January 22, 2020 and May 6, 2020, read with SEBI circulars bearing
reference numbers ‘SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020’,
‘SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021’, ‘SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April
22, 2021’, and ‘SEBI/HO/CFD/DIL2/CIR/P/2021/633 dated October 01, 2021’, and ensure completion of all the
necessary steps in relation to providing/updating their demat account details in a timely manner. For further details,
please refer to the section titled ‘Terms of the Issue’ on page 145 of this Draft Letter of Offer. In accordance with
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Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI Rights Issue Circulars, the credit of Rights
Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only.
27. You may be subject to Indian taxes arising out of capital gains on the sale of the Right Shares and Rights
Entitlement.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares of an
Indian Company are generally taxable in India. Accordingly, you may be subject to payment of long-term capital
gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT
will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain
realized on the sale of listed equity shares held for a period of 12 (Twelve) months or less will be subject to short-term
capital gains tax in India. Capital gains arising from the sale of the Equity Shares may be partially or completely
exempt from taxation in India in cases where such exemption is provided under a treaty between India and the country
of which the seller is a resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital
gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on
gains made upon the sale of the Equity Shares.
Further, the Finance Act, 2019, which has been notified with effect from April 01, 2019, stipulates the sale, transfer
and issue of securities through exchanges, depositories or otherwise to be charged with stamp duty. The Finance Act
has also clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case
of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration
through a depository, and the onus will be on the transferor. The stamp duty for transfer of securities other than
debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the
consideration amount. These amendments have been notified on December 10, 2019 and have come into effect from
July 01, 2020.
The Finance Act, 2020 has also provided a number of amendments to the direct and indirect tax regime, including,
without limitation, a simplified alternate direct tax regime and that dividend distribution tax will not be payable in
respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, such
dividends would not be exempt in the hands of the shareholders, both resident as well as non-resident.
28. You may not receive the Equity Shares that you subscribe in the Issue until 15 (Fifteen) days after the date on
which this Issue closes, which will subject you to market risk.
The Equity Shares that you subscribe in the Issue may not be credited to your demat account with the depository
participants until approximately 15 (Fifteen) days from the Issue Closing Date. You can start trading such Equity
Shares only after receipt of the listing and trading approval in respect thereof. There can be no assurance that the
Equity Shares allocated to you will be credited to your demat account, or that trading in the Equity Shares will
commence within the specified time period, subjecting you to market risk for such period.
29. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, any Company incorporated in India must offer its holders of equity shares pre-emptive
rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior
to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special
resolution by holders of three-fourths of the shares voted on such resolution, unless our Company has obtained
government approval to issue without such rights. However, if the law of the jurisdiction that you are in does not
permit the exercise of such pre-emptive rights without us filing an offering document or registration statement with
the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make
such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by
Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity
Shares, your proportional interests in us would be reduced.
30. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect the value
of our Equity Shares, independent of our operating results.
Page 29 of 187
On listing, our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any dividends in respect of our Equity
Shares will also be paid in Rupees and subsequently converted into the relevant foreign currency for repatriation, if
required. Any adverse movement in currency exchange rates during the time that it takes to undertake such conversion
may reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during
a delay in repatriating outside India the proceeds from a sale of Equity Shares, for example, because of a delay in
regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds received by equity
shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in
recent years and may continue to fluctuate substantially in the future, which may adversely affect the trading price of
our Equity Shares and returns on our Equity Shares, independent of our operating results.
31. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the trading price
of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoter or by other significant shareholder(s) may
significantly affect the trading price of our Equity Shares. Further, our market price may also be adversely affected
even if there is a perception or belief that such sales of Equity Shares might occur.
32. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a Company in another jurisdiction. Shareholders’ rights including in
relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of other
countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian
Company than as shareholder of a corporation in another jurisdiction.
EXTERNAL RISK FACTORS
33. The outbreak of Novel Coronavirus, or outbreak of any other severe communicable disease could have a potential
impact on our business, financial condition and results of operations.
The outbreak, or threatened outbreak, of any severe epidemic caused due to viruses (particularly the Novel
Coronavirus) could materially adversely affect overall business sentiment and environment, particularly if such
outbreak is inadequately controlled. The spread of any severe communicable disease may also adversely affect the
operations of our customers and suppliers, which could adversely affect our business, financial condition and results
of operations. The outbreak of Novel Coronavirus has resulted in authorities implementing several measures such as
travel bans and restrictions, quarantines, shelter in place orders, and shutdowns. These measures have impacted and
may further impact our workforce and operations, the operations of our customers, and those of our respective vendors
and suppliers. There is currently substantial medical uncertainty regarding Novel Coronavirus. A rapid increase in
severe cases and deaths where measures taken by governments fail or are lifted prematurely, may cause significant
economic disruption in India and in the rest of the world. The scope, duration and frequency of such measures and the
adverse effects of Novel Coronavirus remain uncertain and could be severe. Our ability to meet our ongoing disclosure
obligations might be adversely affected, despite our best efforts. If any of our employees were suspected of contracting
Novel Coronavirus or any other epidemic disease, this could require us to quarantine some or all of these employees
or disinfect the facilities used for our operations. In addition, our revenue and profitability could be impacted to the
extent that a natural disaster, health epidemic or other outbreak harms the Indian and global economy in general.
The outbreak has significantly increased economic uncertainty. It is likely that the current outbreak or continued spread
of Novel Coronavirus will cause an economic slowdown and it is possible that it could cause a global recession. The
spread of Novel Coronavirus has caused us to modify our business practices (including employee travel, employee
work locations, and cancellation of physical participation in meetings, events and conferences), and we may take
further actions as may be required by government authorities or that we determine are in the best interests of our
employees, customers, partners, and suppliers. There is no certainty that such measures will be sufficient to mitigate
the risks posed by the outbreak, and our ability to perform critical functions could be harmed.
The extent to which the Novel Coronavirus further impacts our results will depend on future developments, which are
highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of
the coronavirus and the actions taken globally to contain the coronavirus or treat its impact, among others. Existing
Page 30 of 187
insurance coverage may not provide protection for all costs that may arise from all such possible events. We are still
assessing our business operations and system supports and the impact Novel Coronavirus may have on our results and
financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact
from the spread of Novel Coronavirus or its consequences, including downturns in business sentiment generally or in
our sector in particular. The degree to which Novel Coronavirus impacts our results will depend on future
developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and
spread of the outbreak, its severity, the actions taken to contain the outbreak or treat its impact, and how quickly and
to what extent normal economic and operating conditions can resume. The above risks can threaten the safe operation
of our facilities and cause disruption of operational activities, environmental harm, and loss of life, injuries and impact
the wellbeing of our people.
Further in case the lockdown is extended, it could result in muted economic growth or give rise to a recessionary
economic scenario, in India and globally, which could adversely affect the business, prospects, results of operations
and financial condition of our Company.
34. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as US GAAP
and International Financial Reporting Standards (‘IFRS’), which investors may be more familiar with and
consider material to their assessment of our financial condition.
The Financial Statements of our Company for the Financial Year ending March 31, 2021, March 31, 2020, and March
31, 2019, have been prepared in accordance with the GAAP, the Companies Act, 2013.
We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles on the
financial data included in this Draft Letter of Offer, nor do we provide a reconciliation of our financial statements to
those of US GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects from
Ind AS and Indian GAAP. Accordingly, the degree to which the Financial Information included in this Draft Letter of
Offer will provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS, Indian
GAAP and the SEBI (ICDR) Regulations. Any reliance by persons not familiar with Indian accounting practices on
the financial disclosures presented in this Letter of Offer should accordingly be limited.
35. Political, economic or other factors that are beyond our control may have adversely affect our business and results
of operations.
The Indian economy is influenced by economic developments in other countries. These factors could depress
economic activity which could have an adverse effect on our business, financial condition and results of operations.
Any financial disruption could have an adverse effect on our business and future financial performance.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our services may be
adversely affected by an economic downturn in domestic, regional and global economies.
Economic growth is affected by various factors including domestic consumption and savings, balance of trade
movements, namely export demand and movements in key imports, global economic uncertainty and liquidity crisis,
and volatility in exchange currency rates, and annual rainfall which affects agricultural production.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations and financial
condition. Also, a change in the government or a change in the economic and deregulation policies could adversely
affect economic conditions prevalent in the areas in which we operate in general and our business in particular and
high rates of inflation in India could increase our costs without proportionately increasing our revenues, and as such
decrease our operating margins.
36. A slowdown in economic growth in India could cause our business to suffer.
We are incorporated in India, and all of our assets and employees are located in India. As a result, we are highly
dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors
Page 31 of 187
influencing the Indian economy. A slowdown in the Indian economy could adversely affect our business, including
our ability to grow our assets, the quality of our assets, and our ability to implement our strategy.
Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
(a) Any increase in Indian interest rates or inflation;
(b) Any scarcity of credit or other financing in India;
(c) Prevailing income conditions among Indian consumers and Indian corporations;
(d) Changes in India’s tax, trade, fiscal or monetary policies;
(e) Political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighbouring countries;
(f) Prevailing regional or global economic conditions; and
(g) Other significant regulatory or economic developments in or affecting India.
Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility in global
commodity prices could adversely affect our borrowers and contractual counterparties. This in turn could adversely
affect our business and financial performance and the price of our Equity Shares.
37. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax
laws, may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including
the instances mentioned below, may adversely affect our business, results of operations and prospects, to the extent
that we are unable to suitably respond to and comply with any such changes in applicable law and policy.
The Government of India has issued a notification dated September 29, 2016 notifying Income Computation and
Disclosure Standards (hereinafter referred to as ‘ICDS’), thereby creating a new framework for the computation of
taxable income. The ICDS became applicable from the assessment year for Fiscal 2018 and subsequent years. The
adoption of ICDS is expected to significantly alter the way companies compute their taxable income, as ICDS deviates
from several concepts that are followed under general accounting standards, including Indian GAAP and Ind AS. In
addition, ICDS shall be applicable for the computation of income for tax purposes but shall not be applicable for the
computation of income for minimum alternate tax. There can be no assurance that the adoption of ICDS will not
adversely affect our business, results of operations and financial condition.
The General Anti Avoidance Rules (hereinafter referred to as ‘GAAR’) have been made effective from April 1, 2017.
The tax consequences of the GAAR provisions being applied to an arrangement could result in denial of tax benefit
amongst other consequences. In the absence of any precedents on the subject, the application of these provisions is
uncertain. If the GAAR provisions are made applicable to our Company, it may have an adverse tax impact on us.
A comprehensive national GST regime that combines taxes and levies by the Central and State Governments into a
unified rate structure, which came into effect from July 1, 2017. We cannot provide any assurance as to any aspect of
the tax regime following implementation of the GST. Any future increases or amendments may affect the overall tax
efficiency of companies operating in India and may result in significant additional taxes becoming payable. If, as a
result of a particular tax risk materializing, the tax costs associated with certain transactions are greater than
anticipated, it could affect the profitability of such transactions.
In addition, unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations including foreign investment laws governing our business, operations and group structure could result in
us being deemed to be in contravention of such laws or may require us to apply for additional approvals. We may
incur increased costs and other burdens relating to compliance with such new requirements, which may also require
Page 32 of 187
significant management time and other resources, and any failure to comply may adversely affect our business, results
of operations and prospects. Uncertainty in the applicability, interpretation or implementation of any amendment to,
or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the
viability of our current business or restrict our ability to grow our business in the future.
Any increase in taxes and levies, or the imposition of new taxes and levies in the future, could increase the cost of
production and operating expenses. Taxes and other levies imposed by the central or state governments in India that
affect our industry include customs duties, excise duties, sales tax, income tax and other taxes, duties or surcharges
introduced on a permanent or temporary basis from time to time. The central and state tax scheme in India is extensive
and subject to change from time to time. Any adverse changes in any of the taxes levied by the central or state
governments may adversely affect our competitive position and profitability.
38. Financial instability in both Indian and international financial markets could adversely affect our results of
operations and financial condition.
The Indian financial market and the Indian economy are influenced by economic and market conditions in other
countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the United States and
elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different
in each country, investors’ reactions to developments in one country can have an adverse effect on the securities of
companies in other countries. A loss in investor confidence in the financial systems of other emerging markets may
cause increased volatility in the Indian economy in general. Any global financial instability, including further
deterioration of credit conditions in the U.S. market, could also have a negative impact on the Indian economy.
Financial disruptions may occur again and could harm our results of operations and financial condition.
The Indian economy is also influenced by economic and market conditions in other countries. This includes, but is
not limited to, the conditions in the United States, Europe and certain economies in Asia. Financial turmoil in Asia
and elsewhere in the world in recent years has affected the Indian economy. Any worldwide financial instability may
cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian
economy and financial sector and its business.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause
increased volatility across other economies, including India. Financial instability in other parts of the world could have
a global influence and thereby impact the Indian economy. Financial disruptions in the future could adversely affect
our business, prospects, financial condition and results of operations. The global credit and equity markets have
experienced substantial dislocations, liquidity disruptions and market corrections.
There are concerns that a tightening of monetary policy in emerging markets and some developed markets will lead
to a moderation in global growth. In response to such developments, legislators and financial regulators in the United
States and other jurisdictions, including India, have implemented a number of policy measures designed to add
stability to the financial markets. However, the overall long-term impact of these and other legislative and regulatory
efforts on the global financial markets is uncertain, and they may not have had the intended stabilizing effects. Any
significant financial disruption in the future could have an adverse effect on our cost of funding, loan portfolio,
business, future financial performance and the trading price of the Equity Shares.
39. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of salaries, and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any
increase in inflation in India can increase our expenses, which we may not be able to pass on to our customers, whether
entirely or in part, and the same may adversely affect our business and financial condition. In particular, we might not
be able to reduce our costs or increase our rates to pass the increase in costs on to our customers. In such case, our
business, results of operations, cash flows and financial condition may be adversely affected.
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Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is unclear whether
these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the
future.
40. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.
As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies, including
those specified under FEMA. Such regulatory restrictions limit our financing sources for our projects under
development and hence could constrain our ability to obtain financing on competitive terms and refinance existing
indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without onerous
conditions, or at all. Limitations on foreign debt may adversely affect our business growth, results of operations and
financial condition.
Further, under the foreign exchange regulations currently in force in India, transfers of shares between non- residents
and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in
compliance with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to
above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require
a no objection/ tax clearance certificate from the income tax authority. There can be no assurance that any approval
required from the RBI or any other government agency can be obtained on any particular terms or at all.
41. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes may
adversely affect our business, results of operations and prospects, to the extent that we are unable to suitably respond
to and comply with any such changes in applicable law and policy. For example, the Government of India implemented
a comprehensive national goods and services tax (hereinafter referred to as ‘GST’) regime with effect from July 1,
2017, that combined multiple taxes and levies by the Central and State Governments into a unified tax structure.
Our business and financial performance could be adversely affected by any unexpected or onerous requirements or
regulations resulting from the introduction of GST or any changes in laws or interpretation of existing laws, or the
promulgation of new laws, rules and regulations relating to GST, as it is implemented. The Government has enacted
the GAAR which have come into effect from April 1, 2017.
The Government of India has announced the union budget for Fiscal 2021 and the Ministry of Finance has notified
the Finance Act, 2020 (hereinafter referred to as ‘Finance Act’) on March 27, 2020, pursuant to assent received from
the President, and the Finance Act will come into operation with effect from July 1, 2020 There is no certainty on the
impact that the Finance Act may have on our business and operations or on the industry in which we operate. We
cannot predict whether any amendments made pursuant to the Finance Act would have a material adverse effect on
our business, financial condition and results of operations. Unfavourable changes in or interpretations of existing, or
the promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws governing our
business and operations could result in us being deemed to be in contravention of such laws and may require us to
apply for additional approvals. For instance, the Supreme Court of India has, in a decision clarified the components
of basic wages, which need to be considered by companies while making provident fund payments. Our Company has
not made relevant provisions for the same, as on date. Any such decisions in future or any further changes in
interpretation of laws may have an impact on our results of operations. Further, a draft of the Personal Data Protection
Bill, 2019 (hereinafter referred to as ‘Bill’) has been introduced before the Lok Sabha on December 11, 2019, which
is currently being referred to a joint parliamentary committee by the Parliament. We may incur increased costs and
other burdens relating to compliance with such new requirements, which may also require significant management
time and other resources, and any failure to comply may adversely affect our business, results of operations and
prospects.
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Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may
be time consuming as well as costly for us to resolve and may impact the viability of our current businesses or restrict
our ability to grow our businesses in the future.
42. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows and
financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the
financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could
adversely affect our results of operations, cash flows or financial condition. In addition, any deterioration in
international relations, especially between India and its neighbouring countries, may result in investor concern
regarding regional stability which could adversely affect the price of the Equity Shares. In addition, India has
witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other adverse
social, economic or political events in India could have an adverse effect on our business.
Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of
risk and could have an adverse effect on our business and the market price of the Equity Shares.
43. We are subject to regulatory, economic, social and political uncertainties and other factors beyond our control.
We are incorporated in India and we conduct our corporate affairs and our business in India. Consequently, our
business, operations, financial performance will be affected by interest rates, government policies, taxation, social and
ethnic instability and other political and economic developments affecting India.
Page 35 of 187
SECTION IV – INTRODUCTION
THE ISSUE
This Issue has been authorised by way of a resolution passed by our Board of Directors on November 27, 2021, in
pursuance of Section 62 of the Companies Act, 2013.
The following is a summary of the Issue, which should be read in conjunction with, and is qualified in its entirety by,
more detailed information in ‘Terms of the Issue’ on page 145 of this Draft Letter of Offer.
Equity Shares outstanding prior to the
Issue
2,83,90,000 (Two Crore Eighty Three Lakhs Ninety Thousand )
Equity Shares;
Right Shares offered in the Issue [●] Right Shares;
Equity Shares outstanding after the Issue
(assuming full subscription for and
allotment of the Rights Entitlement)
[●] Equity Shares;
Rights Entitlement [●] Equity Shares for every [●] Equity Shares held on the Record
Date;
Record Date [●]
Fractional Entitlement
For Equity Shares being offered on a rights basis under the Issue,
if the shareholding of any of the Eligible Equity Shareholders is
less than [●] ([●]) Equity Shares or is not in multiples of [●] ([●]),
the fractional entitlement of such Eligible Equity Shareholders
shall be ignored for computation of the Rights Entitlement.
However, Eligible Equity Shareholders whose fractional
entitlements are being ignored earlier will be given preference in
the Allotment of one additional Equity Share each, if such Eligible
Equity Shareholders have applied for additional Equity Shares
over and above their Rights Entitlement, if any.
Face Value per Equity Share ₹1.00/- (Rupee One Only) each;
Issue Price per Equity Share ₹[●]/- (Rupees [●] Only) including a premium of ₹[●]/- (Rupees
[●] Only) per Rights Equity Share
Issue Size Up to ₹ 49,70,00,000 /- (Rupees Forty-Nine Crores Seventy Lakhs
Only)
Terms of the Issue Please refer to the section titled ‘Terms of the Issue’ beginning on
page 145 of this Draft Letter of Offer.
Use of Issue Proceeds Please refer to the section titled ‘Objects of the Issue’ beginning
on page 49 of this Draft Letter of Offer.
Security Code/ Scrip Details
ISIN: INE286N01028
BSE Scrip Code: 501314
BSE Scrip ID: PRISMX
ISIN for Rights Entitlements: [●]
TERMS OF PAYMENT
Amount payable per Right Equity Share Face Value Premium Total
On Application ₹[●] ₹[●] ₹[●]
On One or more subsequent Call(s) as determined by our Board
at its sole discretion, from time to time* ₹[●] ₹[●] ₹[●]
Total ₹1.00/- ₹[●] ₹[●]
*Our Company shall have the right to call up the remaining paid-up capital in one or more Call(s), as determined by
our Board at its sole discretion, from time to time;
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Issue Schedule
Issue Opening Date [●]
Last date for On Market Renunciation of Rights [●]
Issue Closing Date [●]
Page 37 of 187
GENERAL INFORMATION
Our Company was originally incorporated on January 15, 1973, under the name and style ‘Kamalakshi Finance
Corporation Private Limited’ under the provisions of the Companies Act, 1956, with the Registrar of Companies,
Mumbai. The Company was converted from Private to Public Company and the name was changed to Kamalakshi
Finance Corporation Limited’ on December 11, 1973. The name of the Company was further changed to ‘Gromo
Trade & Consultancy Limited’ and the certificate of incorporation for change of name of our Company was issued by
the Registrar of Companies, Mumbai on July 01, 2015. Subsequently the name of our Company was further changed
to ‘Prismx Global Ventures Limited’ and a fresh Certificate of Incorporation pursuant to change in name was issued
by the Deputy Registrar of Companies, Mumbai on November 13, 2019. In the Financial Year ending on 1978, the
Company as listed on the BSE Limited effective from April 26, 1976, bearing Scrip ID ‘PRISMX’, Scrip Code
501314, and ISIN INE286N01028. The Corporate Identification Number of our Company is
L74110MH1973PLC016243.
REGISTERED OFFICE AND CORPORATE OFFICE OF OUR COMPANY
Company Prismx Global Ventures Limited;
Registered Office Address 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East),
Mumbai Mh 400057
Contact Details +91-22-9136993920
Email-ID [email protected] Website www.gromotrade.com Corporate Identification Number L74110MH1973PLC016243
Registration Number 016243
SUBSIDIARY
Company Tmart Platform Private Limited
Incorporation date March 15, 2021
Registered Office Address M/5, 1st Floor Guruprasad CHS Ltd Hanuman Road, Vileparle, (E)
Mumbai Mumbai City MH 400057 IN
Email-ID [email protected] Corporate Identification Number U72900MH2021PTC356996
Registration Number 356996
ADDRESS OF THE REGISTRAR OF COMPANIES
The Registrar of Companies, Mumbai
100, Everest, Marine Drive, Mumbai- 400002, Maharashtra, India
BOARD OF DIRECTORS
Name Designation DIN Address
Tejas Vinodrai Hingu Managing Director 06936684
206 Mahesh Nagar Building, No. 4 Shiv Sena
Gali, near Bhaleva Jain Temple, Bhayandar West,
Thane Maharashtra 401101
Ravindra Bhaskar
Deshmukh Executive Director 00290973
M/5, Gurpuprasad, Hanuman Roaad, Vile Parle
(East) Mumbai 400057
Bhikubhai Kishanbhai
Bait
Non - Executive
Director 09017123
S1, Chitrakut row house, chandlodiya, Dakroi,
Ahmedabad Gujarat 382481
Sandeep Kumar Sahu Independent Director 06396817
Jablapur Road Behind Petrol Pump, Lugharwaran
Seoni Bijhawada ,Bijhawada Madhya Pradesh-
480661
Ankita Hasmukhdas
Sethi Independent Director
08467476
A-8,Parth Appartment , Opp . Sukomal Flats,
Ramdev Nagar Satellite , Ahmadabad
Page 38 of 187
Name Designation DIN Address
Ketan Vyas Independent Director 09053821 68, Shastri Nagar, Near Income tax
office, Bhilwara (Raj.)-311001
For further details of our Board of Directors, please refer to the section titled ‘Our Management’ beginning on page
66 of this Draft Letter of Offer.
Company Secretary Chief Financial Officer
Shreya Garg
Address: C/o Arun Kumar Garg 23, Swarna Jayanti
Nagar, Bharatpur, Rajasthan-321001
Contact Details: +91 6377002131
Email-ID: [email protected]
Pratiksha Pankaj Mashkariya
Address: B 202, Sujata Appt, Meena Nagar, KT Village
Road, Nr. Greater Bombay Bank, Vasai West, Palghar-
401 202 Contact Details: 9960690478
Email-ID: [email protected]
Statutory Auditors Internal Auditor
M/s. Dassani & Associates
Address: 1-B, Sagar Matha Apartment, 18/7, M. G.
Road, Indore
Firm Registration Number: 009096C
Contact Person: Churchill Jain
Membership Number: 409458
E-mail ID: [email protected]
Contact Details: 9425064602
M/s Ravi Toshniwal
Address: C-602, Spring leaf 12 building, lokhandwala ,
Kandivali East -400101
Contact Details: 9460200867
E-mail ID: [email protected]
Lead Manager to the Issue Registrar to the Issue/
Registrar and Share Transfer Agent
CapitalSquare Advisors Private Limited
208, 2nd Floor, AARPEE Center, MIDC Road No. 11,
CTS 70, Andheri (East), Mumbai – 400093,
Maharashtra, India;
Contact Details: +91-22-66849999/ 9874283532;
Website: www.capitalsquare.in;
Email ID/ Investor Grievance ID:
Contact Person: Mr. Tanmoy Banerjee
SEBI Registration No: INM000012219;
Purva Sharegistry (India) Private Limited
Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J.
R. Boricha Marg, Lower Parel East, Mumbai,
Maharashtra 400011;
Contact Details: 022-9136993917 / 18
E-mail ID: [email protected]
Investor grievance e-mail: [email protected]
Website: www.purvashare.com
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112
Legal Advisor to the Issue Banker to our Company
Juris NextGen LLP
Address: LGF, E-56, Greater Kailash Enclave Part-
I, New Delhi 110048
Contact details: 011-42662177-78-79
Email ID: [email protected]
Contact Person: Mr. Rajesh Sharma
RBL Bank Limited
Address: Plot No. B-12, Ground Floor, Ghanshyam
Chamber, New Link Rd, opp. Citi Mall, Andheri West,
Mumbai, Maharashtra 400053
Contact Person: Richa Shukla
E-mail ID: [email protected]
Contact Details: 022 4233 9506
Website: www.rblbank.com
Banker to the Issue
[●]
Address: [●]
Contact Person: [●]
E-mail ID: [●]
Contact Details: [●]
Website: [●]
SEBI Registration Number: [●]
Page 39 of 187
STATEMENT OF RESPONSIBILITIES
CapitalSquare Advisors Private Limited, being the sole Lead Manager will be responsible for all the responsibilities
related to co-ordination and other activities in relation to the Issue. Hence, a statement of inter se allocation of
responsibilities is not required.
CONTACT PERSON FOR GRIEVANCES RELATING TO ISSUE RELATED MATTER
Investors may contact the Registrar to the Issue or the Company Secretary and Compliance Officer of our Company
for any pre-Issue or post-Issue related matter. All grievances relating to the ASBA process or R-WAP process may be
addressed to the Registrar the Issue, with a copy to the SCSBs (in case of ASBA process), giving full details such as
name, address of the Applicant, contact number(s), E-mail address of the sole/ first holder, folio number or demat
account number, number of Right Shares applied for, amount blocked (in case of ASBA process) or amount debited
(in case of R-WAP process), ASBA Account number and the Designated Branch of the SCSBs where the Application
Form or the plain paper application, as the case may be, was submitted by the Investors along with a photocopy of the
acknowledgement slip (in case of ASBA process), and copy of the e-acknowledgement (in case of R-WAP process).
For details on the ASBA process and R-WAP process, please refer to the section titled ‘Terms of the Issue’ beginning
on page 145 of this Draft Letter of Offer.
EXPERT
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received a written consent from our Statutory Auditors, M/s. Dassani & Associates, Chartered
Accountants, to include their name in this Draft Letter of Offer and as an ‘expert’, as defined under Section 2 (38) of
the Companies Act, 2013, to the extent and in their capacity as statutory auditors of our Company and in respect of
the inclusion of the Audited Financial Statements and the statement of special tax benefits dated December 01, 2021,
included in this Draft Letter of Offer, and such consent has not been withdrawn as of the date of this Draft Letter of
Offer.
SELF-CERTIFIED SYNDICATE BANKS
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website of
the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.
For details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On Allotment, the amount will be
unblocked and the account will be debited only to the extent required to pay for the Rights Equity Shares Allotted.
ISSUE SCHEDULE
The subscription will open upon the commencement of the banking hours and will close upon the close of banking
hours on the dates mentioned below:
Last Date for credit of Rights Entitlements [●] Issue Opening Date [●] Last Date for On Market Renunciation of Rights Entitlements# [●] Issue Closing Date* [●] Finalization of Basis of Allotment (on or about) [●] Date of Allotment (on or about) [●] Date of credit (on or about) [●] Date of listing (on or about) [●]
Note:
Page 40 of 187
#Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue
Closing Date;
*Our Board will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30
(Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of
Application shall be permitted by any Applicant after the Issue Closing Date.
The above schedule is indicative and does not constitute any obligation on our Company.
Please note that if Eligible Shareholders holding Equity Shares who have not provided the details of their demat
accounts to our Company or to the Registrar to the Issue, they are required to provide their demat account details to
our Company or the Registrar to the Offer not later than 2 (Two) Working Days prior to the Issue Closing Date, i.e.,
[●] to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow account to their
respective demat accounts, at least 1 (One) day before the Issue Closing Date, i.e., [●].
Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Our Company,
the Lead Manager or the Registrar to the Issue will not be liable for any loss on account of non-submission of
Applications on or before the Issue Closing Date. Further, it is also encouraged that the Applications are submitted
well in advance before the Issue Closing Date, due to prevailing COVID-19 related conditions. For details on
submitting Application Forms, please refer to the section titled ‘Terms of the Issue’ beginning on page 145 of this
Draft Letter of Offer.
The details of the Rights Entitlements with respect to each Eligible Shareholders can be accessed by such respective
Eligible Shareholders on the website of the Registrar to the Issue at www.purvashare.com after keying in their
respective details along with other security control measures implemented there at. For further details, please refer to
the paragraph titled see ‘Credit of Rights Entitlements in demat accounts of Eligible Shareholders’ under the section
titled ‘Terms of the Issue’ beginning on page 145 of this Draft Letter of Offer.
Please note that if no Application is made by the Eligible Shareholders of Rights Entitlements on or before Issue
Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date. No
Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased
from market and purchaser will lose the premium paid to acquire the Rights Entitlements. Persons who are credited
the Rights Entitlements are required to make an Application to apply for Equity Shares offered under Rights Issue for
subscribing to the Equity Shares offered under this Issue.
CREDIT RATING
As this proposed Issue is of Right Shares, the appointment of a credit rating agency is not required.
DEBENTURE TRUSTEE
As this proposed Issue is of Right Shares, the appointment of debenture trustee is not required.
MONITORING AGENCY
Since the Issue size does not exceed ₹10,000 Lakhs, there is no requirement to appoint a monitoring agency in relation
to the Issue under SEBI (ICDR) Regulation.
APPRAISING ENTITY
None of the purposes for which the Net Proceeds are proposed to be utilized have been financially appraised by any
banks or financial institution or any other independent agency.
UNDERWRITING
Page 41 of 187
This Issue is not underwritten, and our Company has not entered into any underwriting arrangement.
FILING
SEBI vide its Amendment regulations i.e. SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment)
Regulations, 2020 w.e.f. 28.09.2020, has granted certain relaxations with respect to rights issues under the SEBI ICDR
Regulations. One of those relaxations is the increase of threshold of the rights issue size for filing of the Draft Letter
of Offer with SEBI. The threshold of the rights issue size under Regulation 3 of the SEBI (ICDR) Regulations has
been increased from Ten Crores to Fifty Crores. Since the size of this Issue falls under the threshold, the Draft Letter
of Offer had been filed with the Stock Exchanges and will not be filed with SEBI.
MINIMUM SUBSCRIPTION
Pursuant to the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, our
Company is not required to achieve minimum subscription for the Rights Issue on account of the following reason:
1. Objects of the issue being other than capital expenditure for a project; and
2. Our Promoter and Promoter Group have confirmed that they will subscribe to their right entitlement and will not
renounce rights except to the extent of renunciation within the promoter group
Page 42 of 187
CAPITAL STRUCTURE
The capital structure of our Company and related information as on date of this Draft Letter of Offer, prior to and
after the proposed Issue, is set forth below:
Particulars Aggregate Nominal
Value
Aggregate Value at
Issue Price
Authorized Equity Share capital
43,25,00,000 ([Forty-Three Crore Twenty-Five Lakhs) Equity
Shares*
₹43,25,00,000 -
Issued, subscribed and paid-up Equity Share capital before this Issue
28,39,00,000 (Twenty-Eight Crore and Thirty-Nine Lakhs) Equity
Shares ₹28,39,00,000 -
Present Issue in terms of this Draft Letter of Offer(a) (b)
[●] ([●]) Issue of Equity Shares, each at a premium of ₹[●]/-
(Rupees [●] Only) per Equity Share, at an Issue Price of ₹[●]/-
(Rupees [●] Only) per Equity Share
₹[●]/- ₹[●]/-
Issued, subscribed and paid-up Equity Share capital after the Issue
[●] ([●]) Equity Shares ₹[●]/-
Subscribed and paid-up Equity Share capital
[●] ([●]) fully paid-up Equity Shares ₹[●]/-
[●] ([●]) partly paid-up Equity Shares ₹[●]/-
Securities premium account
Before the Issue ₹13,91,30,000/-
After the Issue(c) ₹[●]/-
(a) The present Issue has been authorized by our Board of Directors pursuant to the resolution passed in their meeting
conducted on November 27, 2021;
(b) Assuming full subscription for allotment of Right Shares;
(c) Subject to finalization of Basis of Allotment, Allotment and deduction of Issue expenses;
NOTES TO THE CAPITAL STRUCTURE
1. The Equity Shares of our Company are fully paid-up and there are no partly paid-up Equity Shares as on the date
of this Draft Letter of Offer;
2. At any given time, there shall be only one denomination of the Equity Shares. Our Company shall comply with
such disclosure and accounting norms as may be specified by SEBI from time to time;
3. As on the date of this Draft Letter of Offer, our Company has not issued any special voting Right Shares and
there are no outstanding Equity Shares having special voting rights;
4. The ex-rights price arrived in accordance with the formula prescribed Regulation 10 (4) (b) of the SEBI (SAST)
Regulations, in connection with the Issue is ₹[●] (Rupees [●] Only);
5. Details of outstanding warrants, outstanding instruments with an option to convert or securities which
are convertible at a later date into Equity Shares
Page 43 of 187
As on the date of this Draft Letter of Offer, our Company does not have any outstanding warrants, outstanding
instruments with an option to convert or securities which are convertible at a later date into Equity Shares;
6. Details of stock option scheme of our Company
As on the date of this Draft Letter of Offer, our Company does not have a stock option scheme;
7. Details of Equity Shares held by the promoter and promoter group including the details of lock-in, pledge
of and encumbrance on such Equity Shares
As on the date of this Draft Letter of Offer, none of the Equity Shares held by the members of the Promoter and
Promoter Group of the Company are locked-in, pledged and encumbered;
8. Details of Equity Shares acquired by the promoter and promoter group in the last one year prior to the
filing of this Draft Letter of Offer
As on the date of this Draft Letter of Offer, none of the members of the Promoter and Promoter Group of the
Company have acquired any Equity Shares in the last one year prior to the filing of this Draft Letter of Offer;
9. Intention and participation by the promoter and promoter group
The Promoters of our Company through its letters dated November 29, 2021, have confirmed that they intend to
subscribe in part or to the full extent of its Rights Entitlement in this Issue and to the extent of unsubscribed
portion (if any) of this Issue and that they shall not renounce their Rights Entitlements except within the Promoter
Group, in accordance with the provisions of Regulation 86 of the SEBI (ICDR) Regulations.
Our Promoter and certain members of our Promoter Group have also confirmed that they intend to apply for and
subscribe to additional Right Shares and any Equity Shares offered in the Issue that remain unsubscribed, subject
to compliance with the minimum public shareholding requirements, as prescribed under the SCRR and the SEBI
(LODR) Regulations.
Further, the Promoter may also apply for additional Equity Shares along with their Rights Entitlement and/or
renunciation. Such subscriptions of Equity Shares over and above its Rights Entitlement, if allotted, may result
in an increase in their percentage shareholding above its current percentage shareholding. Any acquisition of
additional Equity Shares shall not result in change of control of the management of the Company in accordance
with provisions of the SEBI (SAST) Regulations and shall be exempted subject to fulfillment of the conditions
of Regulation 10 of the SEBI (SAST) Regulations. The Promoters acknowledge and undertake that their
investment would be restricted to ensure that the public shareholding in the Company after this Issue does not
fall below the permissible minimum level as specified in the listing conditions or Regulation 38 of SEBI (LODR)
Regulations.
In case this Issue remains unsubscribed, the Board of Directors may dispose of such unsubscribed portion in the
best interest of the Company and in compliance with the applicable laws.
No person connected with this Issue shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any Investor for making an application in this Issue, except for fees or
commission for services rendered in relation to the Issue;
In case this Issue remains unsubscribed, our Board of Directors may dispose of such unsubscribed portion in the
best interest of the Company and in compliance with the applicable laws;
10. Shareholding Pattern of our company
The shareholding pattern of our Company as on March 31, 2021, is as follows:
Page 44 of 187
a) Summary statement holding of specified securities
Category of shareholder No. of
shareholders
No. of fully paid
up Equity Shares
held
Total no.
Equity Shares
held
Shareholding as a % of total
no. of shares (calculated as per
SCRR, 1957) As a % of
(A+B+C2)
No. of Voting
Rights
Total as a % of
Total Voting
right
No. of equity shares held
in dematerialized form
(A) Promoter & Promoter Group 2 3,97,260 3,97,260 1.40 3,97,260 1.40 3,97,260
(B) Public 1,137 2,79,92,740 2,79,92,740 98.60 2,79,92,740 98.60 2,79,92,150
(C1) Shares underlying DRs - - - - - - - (C2) Shares held by Employee Trust - - - - - - - (C) Non-Promoter-Non Public - - - - - - - Grand Total 1,139 2,83,90,000 2,83,90,000 100.00 2,83,90,000 100.00 2,83,89,410
b) Statement showing shareholding pattern of the Promoter and Promoter Group
Category of shareholder No. of
shareholders
No. of fully paid
up Equity Shares
held
Total no.
Equity
Shares held
Shareholding as a % of
total no. of shares
(calculated as per SCRR,
1957) As a % of (A+B+C2)
No. of equity shares held in
dematerialized form
A1) Indian
Individuals/Hindu undivided Family 2 3,97,260 3,97,260 1.40 3,97,260
Dheeraj Shah 1 2,37,260 2,37,260 0.84 2,37,260
Paresh B Shah 1 1,60,000 1,60,000 0.56 1,60,000
Sub Total A1 2 3,97,260 3,97,260 1.40 3,97,260
A2) Foreign - - - - -
A=A1+A2 2 3,97,260 3,97,260 1.40 3,97,260
Page 45 of 187
c) Statement showing shareholding pattern of the Public shareholder
Category and name of shareholder
No. of
shareholder
s
No. of fully
paid up
Equity
Shares held
Total no.
Equity Shares
held
Shareholding as a % of
total no. of shares
(calculated as per
SCRR, 1957) As a % of
(A+B+C2)
No. of
Voting
Rights
Total as a %
of Total
Voting right
No. of equity
shares held in
dematerialize
d form
B1) Institutions 0 0 0 0 0 0 0
B2) Central Government/ State Government(s)/
President of India 0 0 0 0 0 0 0
B3) Non-Institutions 0 0 0 0 0 0 0
Individual share capital upto ₹2 Lacs 954 400715 400715 1.41 400715 1.41 400165
Individual share capital in excess of ₹2 Lacs 126 24676340 24676340 86.92 24676340 86.92 24676340
Anand Kamalnayan Pandit 1 1600000 1600000 5.64 1600000 5.64 1600000
Kamini Arvind Desai 1 800000 800000 2.82 800000 2.82 800000
Arvind Danabhai Desai 1 800000 800000 2.82 800000 2.82 800000
Dineshsinh . 1 572852 572852 2.02 572852 2.02 572852
Amar Nath Agarwal 1 570000 570000 2.01 570000 2.01 570000
Ambrish Agarwal 1 550000 550000 1.94 550000 1.94 550000
Bimal Jitendra Desai 1 540000 540000 1.90 540000 1.90 540000
Sonu Argal 1 469844 469844 1.65 469844 1.65 469844
Arvindra Kumar 1 411332 411332 1.45 411332 1.45 411332
Shankarlal Kumhar 1 407088 407088 1.43 407088 1.43 407088
Nitin Nanasaheb Kadam 1 400000 400000 1.41 400000 1.41 400000
Mehul Deepak Thakur 1 355000 355000 1.25 355000 1.25 355000
Shashi Agarwal 1 350000 350000 1.23 350000 1.23 350000
Pravina Hitendra Thakur 1 350000 350000 1.23 350000 1.23 350000
Manish R. Shah 1 340000 340000 1.20 340000 1.20 340000
Rupa Bimal Desai 1 340000 340000 1.20 340000 1.20 340000
Ruchi Agarwal 1 325000 325000 1.14 325000 1.14 325000
Priyanka Jayendra Thakur 1 300000 300000 1.06 300000 1.06 300000
Uttung Hitendra Thakur 1 300000 300000 1.06 300000 1.06 300000
Rohil Jayendra Thakur 1 300000 300000 1.06 300000 1.06 300000
Sangeeta Jayesh Ajmera 1 300000 300000 1.06 300000 1.06 300000
Rahul Ramesh Sharma 1 298788 298788 1.05 298788 1.05 298788
Ramu Jomdar Jsoneya 1 294327 294327 1.04 294327 1.04 294327
Shikhar Hitendra Thakur 1 292000 292000 1.03 292000 1.03 292000
Prachi Kshitij Thakur 1 291010 291010 1.03 291010 1.03 291010
Any Other (specify) 57 2915685 2915685 10.27 2915685 10.27 2915685
Page 46 of 187
Category and name of shareholder
No. of
shareholder
s
No. of fully
paid up
Equity
Shares held
Total no.
Equity Shares
held
Shareholding as a % of
total no. of shares
(calculated as per
SCRR, 1957) As a % of
(A+B+C2)
No. of
Voting
Rights
Total as a %
of Total
Voting right
No. of equity
shares held in
dematerialize
d form
Bodies Corporate 18 431979 431979 1.52 431979 1.52 431979
Clearing Members 11 28949 28949 0.10 28949 0.10 28949
Non-Resident Indian (NRI) 4 1509069 1509069 5.32 1509069 5.32 1509069
Amardeep Kamalkishore Kadam 1 1500000 1500000 5.28 1500000 5.28 1500000
HUF 24 945688 945688 3.33 945688 3.33 945688
Sub Total B3 1137 27992740 27992740 98.60 27992740 98.60 27992150
B=B1+B2+B3 1137 27992740 27992740 98.60 27992740 98.60 27992150
Page 47 of 187
d) Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
Category & Name of the
Shareholders(I)
No. of shareholder
(III)
No. of fully paid up
equity shares
held(IV)
Total no. shares held
(VII = IV+V+VI)
Shareholding as a % of total no. of
shares (calculated as per SCRR, 1957)
As a % of (A+B+C2) (VIII)
No. of equity shares held in dematerialized
form (XIV)(Not Applicable)
C1) Custodian/DR Holder -- -- -- -- -- C2) Employee Benefit Trust -- -- -- -- --
e) Details of disclosure made by the Trading Members holding 1% or more of the Total No. of shares of the company
Sr. No. Name of the Trading Member Name of the Beneficial Owner No. of shares held % of total no. of shares Date of reporting by the Trading Member
-- Nil
f) Details of Significant Beneficial Owners
Sr,
No.
Details of SBO
(I)
Details of registered owner
(II)
Details of holding/ exercise of right of the SBO in the
reporting company, whether direct or indirect*:
(III)
Date of
creation /
acquisition of
significant
beneficial
interest# (IV)
Whether virtue of
Name Nationality Name Nationality Equity
Shares
Voting
Rights
Rights on
distributable
dividend or
any other
distribution
Exercise
of
control
Exercise
of
significant
influence
1. Dheeraj Shah Indian Dheeraj Shah Indian 237260 237260 June 2014
2. Paresh B Shah Indian Paresh B Shah Indian 1,60,000 1,60,000 June 2014
Note = * In case the nature of the holding/ exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column III, multiple rows for the same SBO shall be
inserted accordingly for each of the categories
# This column shall have the details as specified by the listed entity under Form No. BEN-2 as submitted to the Registrar.
Page 48 of 187
g) Details of Public shareholders holding more than 1% of the pre-Issue paid up capital of our Company as on date of this Draft Letter of Offer
Category of shareholder
No. of
shareholder
s
No. of fully paid
up Equity Shares
held
Total no.
Equity
Shares held
Shareholding as a % of
total no. of shares
(calculated as per SCRR,
1957) As a % of (A+B+C2)
No. of
Voting
Rights
Total as a % of
Total Voting
right
No. of equity shares
held in dematerialized
form
Anand Kamalnayan Pandit 1 16000000 16000000 5.64 16000000 5.64 16000000
Amardeep Kamalkishore Kadam 1 15000000 15000000 5.28 15000000 5.28 15000000
Kamini Arvind Desai 1 8000000 8000000 2.82 8000000 2.82 8000000
Arvind Danabhai Desai 1 8000000 8000000 2.82 8000000 2.82 8000000
Amar Nath Agarwal 1 5700000 5700000 2.01 5700000 2.01 5700000
Ambrish Agarwal 1 5500000 5500000 1.94 5500000 1.94 5500000
Bimal Jitendra Desai 1 5400000 5400000 1.90 5400000 1.90 5400000
Nitin Nanasaheb Kadam 1 4000000 4000000 1.41 4000000 1.41 4000000
Mehul Deepak Thakur 1 3550000 3550000 1.25 3550000 1.25 3550000
Shashi Agarwal 1 3500000 3500000 1.23 3500000 1.23 3500000
Pravina Hitendra Thakur 1 3500000 3500000 1.23 3500000 1.23 3500000
Manish R. Shah 1 3400000 3400000 1.20 3400000 1.20 3400000
Rupa Bimal Desai 1 3400000 3400000 1.20 3400000 1.20 3400000
Ruchi Agarwal 1 3250000 3250000 1.14 3250000 1.14 3250000
Priyanka Jayendra Thakur 1 3000000 3000000 1.06 3000000 1.06 3000000
Uttung Hitendra Thakur 1 3000000 3000000 1.06 3000000 1.06 3000000
Rohil Jayendra Thakur 1 3000000 3000000 1.06 3000000 1.06 3000000
Sangeeta Jayesh Ajmera 1 3000000 3000000 1.06 3000000 1.06 3000000
Rahul Ramesh Sharma 1 2987880 2987880 1.05 2987880 1.05 2987880
Shikhar Hitendra Thakur 1 2920000 2920000 1.03 2920000 1.03 2920000
Prachi Kshitij Thakur 1 2910100 2910100 1.03 2910100 1.03 2910100
Total 21 109017980 109017980 38.40 109017980 38.40 109017980
Page 49 of 187
SECTION V – PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
Our Company proposes to utilize the Net Proceeds to:
1. Working Capital requirements
2. General Corporate purposes
3. Issue Expenses
The main object clause of the Memorandum of Association of our Company enables us to undertake the existing
activities and the activities for which the funds are being raised through the Issue. Further, we confirm that the
activities which we have been carrying out till date are in accordance with the object clause of our Memorandum of
Association.
ISSUE PROCEEDS
The details of Issue Proceeds are set forth in the following table:
(₹ in Lakhs)
Particulars Amount in ₹
Gross Proceeds from the Issue 4919.75
Less: Estimated Issue related Expenses 50.25
Net Proceeds from the Issue 4970.00
REQUIREMENT OF FUNDS AND UTILISATION OF NET PROCEEDS
The intended use of the Net Proceeds of the Issue by our Company is set forth in the following table:
(₹ in Lakhs)
Sr.
No. Particulars Amount
1. Working Capital requirements 4025.15
2. General Corporate purposes# 894.60
3. Issue related expenses 50.25
Total Net Proceeds 4970.00
#The amount to be utilized for General corporate purposes will not exceed 25.00% (Twenty-Five Percent) of the
Gross Proceeds;
Page 50 of 187
UTILIZATION OF NET PROCEEDS AND SCHEDULE OF IMPLEMENTATION
We propose to deploy the Net Proceeds towards the aforesaid objects in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(₹ in Lakhs)
Sr.
No. Particulars
Amount to
be deployed
from Net
Proceeds in
₹
Estimated
deployment of
Net Proceeds for
the Financial
Year ending
March 31, 2022
1. Working Capital requirements 4025.15 [●]
2. General Corporate purposes# 894.60 [●]
3. Issue related expenses 50.25 [●]
Total Net Proceeds 4970.00 [●]
#The amount to be utilized for General corporate purposes will not exceed 25.00% (Twenty-Five Percent) of the Gross Proceeds;
MEANS OF FINANCE
Our Company proposes to meet the entire requirement of funds for the objects of the Issue from the Net Proceeds.
Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through
verifiable means towards at least 75.00% (Seventy-Five Percent) of the stated means of finance for the aforesaid
object, excluding the amount to be raised from the Issue.
The fund requirement and deployment are based on our management estimates and has not been appraised by any
bank or financial institution or any other independent agencies. The fund requirement above is based on our current
business plan and our Company may have to revise these estimates from time to time on account of various factors
beyond our control, such as market conditions, competitive environment and interest or exchange rate fluctuations.
Consequently, our Company’s funding requirements and deployment schedules are subject to revision in the future at
the discretion of our management.
DETAILS OF THE OBJECTS OF THE ISSUE
The details in relation to objects of the Issue are set forth herein below:
1. Working Capital
Our business is predominantly working capital intensive. Presently, we fund the majority of our working capital
requirements in the ordinary course of our business from our internal accruals. We operate in a highly competitive
and dynamic market conditions and may have to revise our estimates from time to time on account of external
circumstances, business or strategy, foreseeable opportunity. Consequently, our fund requirements may also
change.
The working capital requirement is given below:
Sr. No Particulars As at March 31,
2021
As at March 21, 2022
A Current Assets
a. Inventories [●] [●]
b. Trade receivables [●] [●]
c. Cash and cash equivalents [●] [●]
d. Short term loans and
advances
[●] [●]
e. Other current assets [●] [●]
Page 51 of 187
Sub Total (A) [●] [●]
B Current liabilities
a. Short term borrowings [●] [●]
b. Trade payables [●] [●]
c. Other current liabilities [●] [●]
d. Short term provisions [●] [●]
Sub total (B) [●] [●]
C Net Working capital (A-
B)
[●] [●]
Sources of Funds
Internal Accruals [●] [●]
Issue Proceeds [●] [●]
Notes to Working Capital Requirement:
1. The incremental working capital requirements are based on historical Company data and estimation of the
future requirements based on the orders executed in Financial Year 2019-20 and to be executed in the
Financial Year 2020-21 and Financial Year 2021-22 considering the growth in activities of our Company.
2. Our Company proposes to utilize ₹ [●] from the Net Proceeds towards funding our working capital
requirements. In addition to the Net Proceeds, our Company expects that the funding pattern for working
capital requirements for Fiscals 2022 will comprise of working capital facilities and internal accruals.
The table below contains the details of the holding levels (in number of days or relevant matrix as applicable)
considered and is derived from the Restated Financial Information for FY 2019, FY 2020 and FY 2021 and
for the Six months ended September 30, 2021, the projections for Fiscal 2022 and the assumptions based on
which the working plan projections has been made and approved by our Board of Directors:
Assumptions for our estimated working:
Particulars September 30,
2021
FY 2021 FY 2020 FY 2019 FY 2022
(Estimated)
Trade
Receivables
[●] [●] [●] [●] [●]
Inventories [●] [●] [●] [●] [●]
Trade Payables [●] [●] [●] [●] [●]
2. General Corporate purposes
The remaining Net Proceeds, if any, shall be utilized towards general corporate purposes and the amount to be
utilized for general corporate purposes shall not exceed 25.00% (Twenty-Five Percent) of the Gross Proceeds.
Such utilization towards general corporate purposes shall be to drive our business growth, including, amongst
other things including but not limited funding our growth opportunities, strengthening marketing capabilities and
brand building exercises, and strategic initiatives and any other purpose as permitted by applicable laws; subject
to meeting regulatory requirements and obtaining necessary approvals/ consents, as applicable.
The quantum of utilization of funds towards any of the above purposes will be determined based on the amount
actually available under this head and the business requirements of our Company, from time to time. Our Board
will have flexibility in utilizing surplus amounts, if any.
3. Expenses for the Issue
The Issue related expenses consist of fees payable to the Lead Manager, processing fee to the SCSBs, Registrars
to the Issue, printing and stationery expenses, advertising expenses and all other incidental and miscellaneous
Page 52 of 187
expenses for listing the Right Shares on the Stock Exchange. Our Company will need approximately ₹50,00,000/-
(Rupees Fifty Lacs Only) towards these expenses, a break-up of the same is as follows:
(Amount (₹ in Lakhs)
Activity Estimated
Expense
% of Estimated
Issue Size
Expenses
% of Estimated
Issue Size
Fees of the Lead Manager [●] [●] [●]
Fees of Registrar to the Issue [●] [●] [●]
Fee to the legal advisor, other professional service
providers and statutory fee
[●] [●] [●]
Fees payable to regulators, including depositories,
Stock Exchanges and SEBI
[●] [●] [●]
Statutory Advertising, Marketing, Printing and
Distribution
[●] [●] [●]
Other expenses (including miscellaneous expenses
and stamp duty)
[●] [●] [●]
Total estimated Issue expenses* [●] [●] [●]
* Subject to finalization of Basis of Allotment and actual Allotment. In case of any difference between the
estimated Issue related expenses and actual expenses incurred, the shortfall or excess shall be adjusted with the
amount allocated towards general corporate purposes. All Issue related expenses will be paid out of the Gross
Proceeds from the Issue.
SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS
We will be receiving [●].00% ([●] Percent) of the Net Proceeds on Application and the balance shall be received by
our Company in subsequent Calls (the timing of which shall be determined by the Board of Directors at its sole
discretion). Accordingly, our Company retains the right to utilize the Net Proceeds to meet the stated Objects. The
following table lays out the detailed schedule of utilization of Net Proceeds in respect of the same upon receipt of (a)
Application Money; and (b) Call Money
SOURCES OF FINANCING OF FUNDS ALREADY DEPLOYED
As on date, our Company has not deployed any funds towards ‘Objects of the Issue’.
APPRAISAL OF THE OBJECTS
None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any bank or
financial institution.
STRATEGIC AND/ OR FINANCIAL PARTNERS
There are no strategic and financial partners to the objects of the issue.
BRIDGE FINANCING FACILITIES
Our Company have not raised or availed any bridge financing facilities for meeting the expenses as stated under the
Objects of the Issue.
INTERIM USE OF FUNDS
Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to
deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our Company
intends to deposit the Net Proceeds only with scheduled commercial banks included in the second schedule of the
Reserve Bank of India Act, 1934 or make any such investment as may be allowed by SEBI from time to time.
MONITORING OF UTILIZATION OF FUNDS
Page 53 of 187
Since the proceeds from this Issue are less than ₹10,000 Lakhs, in terms of Regulation 41(1) of the SEBI (ICDR)
Regulations, our Company is not required to appoint a monitoring agency for this Issue. However, as per SEBI
(LODR) Regulation, the Board of Directors of the Company would be monitoring the utilization of the proceeds of
the Issue. The Company will disclose the utilization of the Issue Proceeds under a separate head in our balance sheet
along with the relevant details, for all such amounts that have not been utilized. The Company will indicate
investments, if any, of unutilized Issue Proceeds in the Financial Statements of the Company for the relevant Financial
Years subsequent to receipt of listing and trading approvals from the Stock Exchanges.
We will also on an annual basis, prepare a statement of the funds which have been utilized for purposes other than
those stated in this Draft Letter of Offer, if any, and place it before the Audit Committee and the Board. Such disclosure
will be made only until all the Issue Proceeds have been utilized in full. Pursuant to Regulation 32 of the SEBI (LODR)
Regulation, the Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the
Issue Proceeds. In accordance with Regulation 32 of the SEBI (LODR) Regulation, the Company shall furnish to the
Stock Exchange, on a quarterly basis, a statement on material deviations, if any, in the utilization of the proceeds of
the Issue from the objects of the Issue as stated above. This information will also be published in newspapers
simultaneously with the interim or annual financial results after placing the same before the Audit Committee.
VARIATION IN OBJECTS
In accordance with applicable provisions of the Companies Act, 2013 and applicable rules, except in circumstances
of business exigencies, our Company shall not vary the Objects of the Issue without our Company being authorized
to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution (the ‘Postal Ballot Notice’) shall specify the
prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall
simultaneously be published in the newspapers, one in English and one in Hindi, the vernacular language of the
jurisdiction where the Registered Office is situated.
KEY INDUSTRY REGULATIONS FOR THE OBJECTS OF THE ISSUE
No additional provisions of any acts, regulations, rules and other laws are or will be applicable to the Company for
the proposed Objects of the Issue.
INTEREST OF PROMOTERS, PROMOTER GROUP AND DIRECTORS, AS APPLICABLE TO THE
OBJECTS OF THE ISSUE
The Promoters of our Company through its letters dated November 29, 2021, have undertaken to subscribe, in part or
in full extent of their Rights Entitlement among themselves subject to compliance with the minimum public
shareholding requirements, as prescribed under the SCRR.
None of our Promoters, members of the Promoter Group and the Directors have any interest in the Objects of the
Issue.
OTHER CONFIRMATIONS
Except disclosed above, there is no material existing or anticipated transactions in relation to the utilization of the Net
Proceeds with our Promoter, Directors or Key Management Personnel of our Company and no part of the Net Proceeds
will be paid as consideration to any of them. Except disclosed above, none of our Promoters, members of Promoter
Group or Directors are interested in the Objects of the Issue. No part of the proceeds from the Issue will be paid by
the Company as consideration to our Group Companies, our Directors, or Key Managerial Personnel.
Our Company does not require any material government and regulatory approvals in relation to the Objects of the
Issue.
Page 54 of 187
STATEMENT OF TAX BENEFITS
To,
The Board of Directors,
Prismx Global Ventures Limited,
1st Floor, Purva Building, Tejpal Scheme Road No. 3,
Vile Parle (East), Mumbai Mh 400057
Dear Sir,
Subject: Proposed rights issue of equity shares of face value of ₹1.00 (Rupees One only) (‘Equity Shares’)
of Prismx Global Ventures Limited (‘Company’ and such offering, the ‘Issue’)
This certificate is issued in accordance with the terms of our engagement letter dated 25th November 2021.
The preparation of the Statement is the responsibility of the management of the Company for the ‘Issue’, including
the preparation and maintenance of all accounting and other relevant supporting records and documents. This
responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and
presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are
reasonable in the circumstances.
We have complied with the Code of Ethics issued by the Institute of Chartered Accountants of India. We have
complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, ‘Quality Control for
Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements,’ issued by the ICAI.
The Management of the Company has prepared ‘Statement of possible special tax benefits’ under direct tax laws i.e.
Income Tax Rules, 1962 (‘Income Tax Laws’), and indirect tax laws i.e. the Central Goods and Services Tax Act,
2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs
Act, 1962, Customs Tariff Act, 1975 as amended, the rules and regulations, circulars and notifications issued there
under, Foreign Trade Policy presently in force in India available to the Company and its shareholders.
The Company has requested us to confirm statement attached in the Annexure I and II, are available to the Company
and its shareholders.
We hereby confirm that the enclosed Annexures, prepared by the Company, provides the possible special tax benefits
available to the Company. The benefits discussed in the enclosed Statement cover only special tax benefits available
to the Company and to the shareholders of the Company and are not exhaustive and also do not cover any general tax
benefits available to the Company. Further, any benefits available under any other laws within or outside India have
not been examined and covered by this Statement.
This statement is only intended to provide general information to the investors and is neither designed nor intended to
be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing
tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the Issue. Neither are we suggesting nor advising the investor to invest in the Issue
based on this statement.
We do not express any opinion or provide any assurance as to whether:
1. The Company or its shareholders will continue to obtain these benefits in future; or
2. The conditions prescribed for availing the benefits have been/would be met with.
The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.
Page 55 of 187
We hereby consent to the extracts of this certificate being used in the draft letter of offer / letter of offer of the Company
in connection with the Issue or in any other documents in connection with the Issue, and the submission of this
certificate as may be necessary, to any regulatory authority and / or for the records to be maintained by the Lead
Manager in connection with the Issue and in accordance with applicable law, and for the purpose of any defense the
Lead Manager may wish to advance in any claim or proceeding in connection with the contents of the Offer
Documents.
This certificate may also be relied upon by the Company, Lead Manager, their affiliates and the legal counsel in
relation to the Issue.
The above certificate shall not be used for any other purpose without our prior consent in writing and we do not accept
or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is
shown or into whose hands it may come without our prior consent in writing.
Yours faithfully,
For Dassani & Associates
Chartered Accountants
(FRN No : 009096C)
CA Churchil Jain
(Partner )
(Membership No: 409458)
Place of Signature: December 01, 2021.
Date: Mumbai
UDIN: 21409458AAAABR9987
Encl: As above
Page 56 of 187
ANNEXURE I
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO PREMIR ROAD CARRIERS LIMITED
(‘COMPANY’) AND ITS SHAREHOLDERS
1. Under the Income Tax Act, 1961 (‘Act’)
a. Special tax benefits available to the Company under the Act
There are no special tax benefits available to the Company.
b. Special tax benefits available to the shareholders under the Act
There are no special tax benefits available to the shareholders of the Company.
Notes
1. The above Statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing
of all potential tax consequences of the purchase, ownership and disposal of shares;
2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law;
3. The above statement of possible tax benefits is as per the current direct tax laws relevant for the assessment year 2021-
22;
4. This statement is intended only to provide general information to the investors and is neither designed nor intended to
be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is
advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the shares
of the Company;
5. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under
the relevant DTAA, if any, between India and the country in which the non-resident has fiscal domicile;
6. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do
not assume responsibility to update the views consequent to such changes;
For and on behalf of Prismx Global Ventures Limited
Tejas Hingu
Managing Director
Date: December 01, 2021
Place: Mumbai
Page 57 of 187
ANNEXURE II
STATEMENT OF INDIRECT TAX BENEFITS AVAILABLE TO PRISMX GLOBAL VENTURES
LIMITED (‘COMPANY’) AND ITS SHAREHOLDERS
1. Under the The Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017
(‘GST Act’), the Customs Act, 1962 (‘Customs Act’) and the Customs Tariff Act, 1975 (‘Tariff Act’)
(collectively referred to as ‘Indirect Tax’)
a. Special tax benefits available to the Company under the Indirect Tax
There are no special indirect tax benefits available to the Company.
b. Special tax benefits available to the shareholders under the Indirect Tax
There are no special indirect tax benefits applicable in the hands of shareholders for investing in the shares of the
Company.
Notes
1. The above statement is based upon the provisions of the specified Indirect Tax laws, and judicial interpretation thereof
prevailing in the country, as on the date of this Annexure;
2. The above statement covers only above-mentioned Indirect Tax laws benefits and does not cover any direct tax law
benefits or benefit under any other law;
3. This statement is intended only to provide general information to the investors and is neither designed nor intended to
be a substitute for professional tax advice;
4. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do
not assume responsibility to update the views consequent to such changes;
For and on behalf of Prismx Global Ventures Limited
Tejas Hingu
Managing Director
Date: December 01, 2021
Place: Mumbai
Page 58 of 187
SECTION VI – ABOUT THE COMPANY
INDUSTRY OVERVIEW
Economic prospects have diverged further across countries since the April 2021 World Economic Outlook (WEO)
forecast. Vaccine access has emerged as the principal fault line along which the global recovery splits into two blocs:
those that can look forward to further normalization of activity later this year (almost all advanced economies) and
those that will still face resurgent infections and rising COVID death tolls. The recovery, however, is not assured even
in countries where infections are currently very low so long as the virus circulates elsewhere. The global economy is
projected to grow 6.0 percent in 2021 and 4.9 percent in 2022.The 2021 global forecast is unchanged from the April
2021 WEO, but with offsetting revisions. Prospects for emerging market and developing economies have been marked
down for 2021, especially for Emerging Asia. By contrast, the forecast for advanced economies is revised up. These
revisions reflect pandemic developments and changes in policy support. The 0.5 percentage-point upgrade for 2022
derives largely from the forecast upgrade for advanced economies, particularly the United States, reflecting the
anticipated legislation of additional fiscal support in the second half of 2021 and improved health metrics more broadly
across the group. Recent price pressures for the most part reflect unusual pandemic-related developments and
transitory supply-demand mismatches. Inflation is expected to return to its pre-pandemic ranges in most countries in
2022 once these disturbances work their way through prices, though uncertainty remains high. Elevated inflation is
also expected in some emerging market and developing economies, related in part to high food prices. Central banks
should generally look through transitory inflation pressures and avoid tightening until there is more clarity on
underlying price dynamics. Clear communication from central banks on the outlook for monetary policy will be key
to shaping inflation expectations and safeguarding against premature tightening of financial conditions. There is,
however, a risk that transitory pressures could become more persistent and central banks may need to take preemptive
action. Risks around the global baseline are to the downside. Slower-than-anticipated vaccine rollout would allow the
virus to mutate further. Financial conditions could tighten rapidly, for instance from a reassessment of the monetary
policy outlook in advanced economies if inflation expectations increase more rapidly than anticipated. A double hit
to emerging market and developing economies from worsening pandemic dynamics and tighter external financial
conditions would severely set back their recovery and drag global growth below this outlook’s baseline. Multilateral
action has a vital role to play in diminishing divergences and strengthening global prospects. The immediate priority
is to deploy vaccines equitably worldwide. A $50 billion IMF staff proposal, jointly endorsed by the World Health
Organization, World Trade Organization, and World Bank, provides clear targets and pragmatic actions at a feasible
cost to end the pandemic. Financially constrained economies also need unimpeded access to international liquidity.
The proposed $650 billion General Allocation of Special Drawing Rights at the IMF is set to boost reserve assets of
all economies and help ease liquidity constraints. Countries also need to redouble collective efforts to reduce
greenhouse gas emissions. These multilateral actions can be reinforced by national-level policies tailored to the stage
of the crisis that help catalyze a sustainable, inclusive recovery. Concerted, well-directed policies can make the
difference between a future of durable recoveries for all economies or one with widening fault lines— as many
struggles with the health crisis while a handful see conditions normalize, albeit with the constant threat of renewed
flare-ups.
(Source: https://www.imf.org/en/Publications/WEO/Issues/2021/07/27/world-economic-outlook-update-july-2021)
Media and Entertainment Industry
Introduction
The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is making significant
strides. Proving its resilience to the world, Indian M&E industry is on the cusp of a strong phase of growth, backed
by rising consumer demand and improving advertising revenue. According to a FICCI-EY report, the advertising to
GDP ratio is expected to reach 0.4% by 2025 from 0.38% in 2019.
Page 59 of 187
(Source: https://www.ibef.org/industry/media-entertainment-india/infographic)
Market Dynamics
According to the FICCI-EY report 2021, the media and entertainment business is estimated to grow 25% to reach Rs.
1.73 trillion (US$ 23.29 billion) in 2021. According to an EY report, the Indian media and entertainment (M&E) sector
stood at Rs. 1.38 trillion (~US$ 19 billion) in 2020 and is estimated at Rs. 1.73 trillion (~US$ 23.7 billion) in 2021.
Further, it is projected to grow to Rs. 2.23 trillion (~US$ 30.6 billion) by 2023 due to acceleration of digital adoption
among users across geographies. Television would account for 40% of the Indian media market in 2024, followed by
print media (13%), digital advertising (12%), cinema (9%), and the OTT and gaming industries (8%).
The market is projected to increase at a CAGR of 17% between 2020 and 2023. In FY20, digital and online added
revenue stood at Rs. 26 billion in the M&E sector and their contribution to the sector increased to 23% in 2020 from
16% in 2019. Within the M&E sector, Animation, Visual Effects, Gaming and Comic (AVGC) sector is growing at a
Page 60 of 187
rate of ~29%, while the audiovisual sector and services is rising at the rate ~25%; is recognised as of one of the
champion sectors by the Government of India. The AVGC sector is estimated to grow at ~9% to reach ~Rs. 3 lakh
crore (US$ 43.93 billion) by 2024, stated Union Minister of Commerce & Industry, Consumer Affairs & Food &
Public Distribution and Textiles, Mr. Piyush Goyal. Advertising revenue in India is projected to reach Rs. 915 billion
(US$ 12.98 billion) in 2023, from Rs. 596 billion (US$ 8.46 billion) in 2020. India’s subscription revenue is projected
to reach Rs. 940 billion (US$ 13.34 billion) in 2023, from Rs. 631 billion (US$ 8.95 billion) in 2020.
According to 'India: Online Video Trends and Omdia Consumer Research Highlights' report published by Omdia
(published in 2021), the Indian SVOD market, with OTT video subscriptions, reached ~62 million in 2020 from ~32
million in 2019. According to EY-Parthenon, India’s publishing industry is likely to reach Rs. 80,000 crore (US$
10.74 billion) by 2024.
Key growth drivers included rising demand for content among users and affordable subscription packages. The Indian
gaming industry stood at US$ 930 million in 2020 and is expected to reach US$ 3.8 billion by 2024. The online gaming
market in India is projected to reach Rs. 155 billion (US$ 2.12 billion) by 2023, from Rs. 76 billion (US$ 1.08 billion)
in 2020, due to rapid increase in consumption.
The music industry is expected to reach Rs. 23 billion (US$ 330 million) by 2023, from Rs. 15 billion (US$ 210
million) in 2020 at a CAGR of 15% between 2020 and 2023. According to a study conducted by Kantar and VTION,
an audience measurement and analytics company, Gaana, the streaming service owned by Times Internet Ltd., had
30% market share, followed by JioSaavn (24%), Wynk Music (15%), Spotify (15%), Google Play Music (10%), and
others (6%) in 2020. Growth of the sector is attributable to the trend of platform such as YouTube that continues to
offer recent and video content-linked music for free, which is expected to drive the paid OTT music sector reaching
~5 million end-users by 2023, generating revenue of ~Rs. 2 billion (US$ 27 million). By 2025, the number of
connected smart televisions are expected to reach ~40-50 million. 30% of the content viewed on these screens will be
gaming, social media, short video and content items produced exclusively for this audience by television, print and
radio brands. In the second quarter of 2021, smart TV shipments from India increased by 65% YoY, due to rising
expansion activities adopted by original equipment manufacturers (OEMs) for their smart TV portfolios.
According to the FICCI-EY media and entertainment industry survey, those who watch online videos through bundled
packages (online video services bundled with mobile and broadband connections) will account for half of all online
video viewers (399 million) by 2023, up from 284 million in 2020.
As of 2020, India registered ~803 million online video viewers, including streaming services and videos on free
platforms such as YouTube. Mobile video viewers stood at 356 million in 2020, driven by rising number of users
preferring video content over the last few years. OTT video services market (video-on-demand and live) in India is
likely to post a CAGR of 29.52% to reach US$ 5.12 billion by FY26, driven by rapid developments in online platforms
and increased demand for quality content among users.
Road Ahead
Indian M&E industry is on an impressive growth path. The industry is expected to grow at a much faster rate than the
global average rate. Growth is expected in retail advertisement on the back of several players entering the food and
beverages segment, E-commerce gaining more popularity in the country, and domestic companies testing out the
waters. Rural region is also a potentially profitable target.
(Source: Media Reports, Press Releases, Press Information Bureau, Department for Promotion of Industry and
Internal Trade (DPIIT), Crisil report and https://www.ibef.org/industry/media-entertainment-india.aspx
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BUSINESS OVERVIEW
The Company was incorporated on January 15, 1973, as “Kamalakshi Finance Corporation Private Limited” with the
object of finance and investment related activities. The Company was engaged in finance, share trading, investments,
business which is fast growing. The Company then converted from Private to Public Company and the name was
changed to Kamalakshi Finance Corporation Limited’ on December 11, 1973. The name of the Company was changed
further to “Gromo Trade & Consultancy Limited” on July 01, 2015 and the Company forayed into the Sports and
Entertainment industry with the vision of curating, creating and executing and releasing world class Sportainment
content including Sports Leagues, Feature Films, Short Films, Web Shows and Musical content with genres cutting
through age, language and cultures and bringing wholesome Sportainment to a global diaspora. Our team of experts
have made their mark across various streams and have now come together to form a single cohesive unit with a one
point agenda to bring to life the best content whose execution shall define the way forward for any Sportainment
experience. Simultaneously, the company has been doing the business of share, Bullion and commodity trading,
Investments and loans & advances.
The name of the Company was further changed to “Prismx Global Ventures Limited” and a fresh Certificate of
Incorporation pursuant to change of name was issued by the Deputy Registrar of Companies, Mumbai on November
13, 2019. In 2021, the Company has taken first step to enter the growing Digital Media Space with the launch of
“GudGudi” the first OTT Channel dedicated to humour. The service would be available to registered members
worldwide and on 24 x 7 basis. The Service would have revenues of two kinds namely, Advertising Revenues and
Licensing Revenues, latter from licensing Content produced for the Company.
The Viewers would have free access to “GudGudi” and enjoy both professionally produced Content as well as User
Generated Content. It would stream Comedy Movies and TV Series, Stand-up Comedy and humorous Poetry (Hasya
Kavi) Sessions. It would include Classic Shows and Movies from yesteryears to take Viewers down memory lane. It
would also be streaming freshly produced Content made exclusively for “GudGudi” as well to attract young Viewers.
In order to ensure seamless experience to Viewers and complete protection to the Intelligent Property Rights the
Company holds on the Content, the Company has opted for comprehensive Back-end Services from an established
Player with proven technology.
OUR BUSINESS OPERATIONS
Our Company started its commercial operations in 1973. Since then, the company started expanding and changed its
line of business several times as elaborated in above paras. The below table captures the financial information of the
Company.
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Standalone Financial Statements
Consolidated
Standalone
Audited Financial Statements for the
Financial Year ending
March 31,
2021
March 31,
2020
March 31,
2019
Equity Share Capital 28,48,85,050 28,39,00,000 28,39,00,000 28,39,00,000 28,39,00,000
Net Worth 43,28,08,933 43,18,23,883 42,26,02,939 40,94,16,749 40,45,64,005
Total Income 2,20,87,352 2,20,87,352 7,96,93,652 22,33,31,891 30,16,09,980
Profit / (loss) after tax 87,89,061 88,04,010 1,33,73,432 97,24,044 37,17,981
Basic and diluted EPS 0.310 0.310 0.46 0.17 0.31
Net asset value per Equity Share 15.19 15.21 14.89 14.42 14.25
Total borrowings 1,24,80,500 1,24,80,500 1,24,80,548 1,25,69,783 1,18,50,548
Page 62 of 187
COMPETITORS
At an overall level, our Company faces competition from large players in the OTT segments. These include existing
players like Netflix, Prime video, Disney+ Hotstar, Sony Liv etc. and new entrants. While they all produce or acquire
content, their focus has largely been on new films content including owning the theatrical rights. To that extent, we
believe that we are not present in the theatrical distribution activity.
The growth of the Company is subject to opportunities and threats as are applicable to the industry from time to time.
The Company has risk management policy in place for risk assessment and treatment of the same. Due to rise in
Competitive business, the company has decided to change the name and object of the Company to expand and
diversified the business in Sports and Entertainment Industry. Company believed change in industry due to will be
more beneficial to sustain in the long run of business.
COMPETITIVE STRENGTHS
COMPETITIVE STRENGTHS
The Company shall strive to maintain its focus on the OTT segments with an aim towards maintaining a strong balance
sheet along with growth opportunities in emerging consumer trends. The Company intends to pursue and invest in
more original contents catering to the specific preferences across different genres and at industry competitive
affordable subscription rates.
Key strengths:
1. Valuable and expanding content library
2. Strong and experienced management
OUR STRATEGIES
Our overall strategy is structured around our content library and its successful exploitation to ensure that it can be
monetized through diversified platforms on a worldwide basis. Our strategy is designed to address predictability,
scalability and sustainability, ultimately resulting in profitability.
The key elements of our strategy are as follows:
1. Scaling up our content library driven by return on investment;
2. Enhancing monetization of our content library through existing and emerging media platforms;
3. Enhancing revenue predictability through strategically packaged sales;
4. Optimizing content monetization across its life-cycle; and
5. Creating a sustainable competitive advantage through marketing strategy and moving up the value chain
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HISTORY AND CORPORATE STRUCTURE
BRIEF CORPORATE HISTORY OF OUR COMPANY
Our Company was originally incorporated on January 15, 1973, under the name and style ‘Kamalakshi Finance
Corporation Private Limited’ under the provisions of the Companies Act, 1956, with the Registrar of Companies,
Mumbai. The Company was converted from Private to Public Company and the name was changed to Kamalakshi
Finance Corporation Limited’ on December 11, 1973. The name of the Company was changed to ‘Gromo Trade &
Consultancy Limited’ and the certificate of incorporation for change of name of our Company was issued by the
Registrar of Companies, Mumbai on July 01, 2015. Subsequently the name of our Company was further changed to
‘Prismx Global Ventures Limited’ and a fresh Certificate of Incorporation pursuant to change in name was issued by
the Deputy Registrar of Companies, Mumbai on November 13, 2019. In the Financial Year ending on 1978, the
Company as listed on the BSE Limited effective from April 26, 1976, bearing Scrip ID ‘PRISMX’, Scrip Code
501314, and ISIN INE286N01028. The Corporate Identification Number of our Company is
L74110MH1973PLC016243.
CHANGES IN OUR REGISTERED OFFICE
Registered office Address: 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai Mh
400057
Address Effective from Reason for change
From To
Tanna House II, Floor II-A
Nathalal, Parekh Marg
Colaba, Mumbai,
Maharashtra, 400039, India,
306 Dalamal Chambers
Behind Aayakar Bhavan
New Marine Lines
Mumbai- 400020
September 05, 2012 Administrative Convenience
306 Dalamal Chambers
Behind Aayakar Bhavan
New Marine Lines
Mumbai- 400020
B/411, Crystal Plaza,
New Link Road,
Opp. Infinity Mall,
Andheri (West), Mumbai
– 400053
May 15, 2014 Administrative Convenience
B/411, Crystal Plaza, New
Link Road, Opp. Infinity
Mall, Andheri (West),
Mumbai – 400053
705,Morya Bluemoon,
Near Monginis Cake
Factory
Link Road, Andheri
(West)
Mumbai 400053
March 20, 2017 Administrative Convenience
705, Morya Bluemoon, Near
Monginis Cake Factory
Link Road, Andheri (West)
Mumbai 400053
Unit No. 506, Link Plaza,
Opp. Lashkaria Tower, Off. New Link Road,
Andheri (West), Mumbai
– 400053
May 30, 2018 Administrative Convenience
Unit No. 506, Link Plaza,
Opp. Lashkaria Tower, Off.
New Link Road, Andheri
(West), Mumbai – 400053
412, Solaris, Hubtown,
SaiWadi Andheri (East),
Mumbai, Maharashtra,
400069
August 01, 2019 Administrative Convenience
Page 64 of 187
412, Solaris, Hubtown,
SaiWadi Andheri (East),
Mumbai, Maharashtra,
400069
1st Floor, Purva Building,
Tejpal Scheme Road No.
3, Vile Parle (East),
Mumbai Mh 400057
November 01, 2021 Administrative Convenience
MAIN OBJECTS OF OUR COMPANY
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
"To carry on the business of all kinds of commercial activities in Sports and Entertainment including Sports
Infrastructure aggregation, Consultancy, and without limiting the scope, to organize Sports and Entertainment events,
Sportsperson Management, Creation and Management of Sporting teams at National and International level, creating
and managing Over the Top (OTT) platform, E-Sports Platform Fantasy Sports Platform, Traditional & Digital Public
Relations agency and related services, and to carry on the businesses of Sports and Entertainment as Promoters, Artists
Managers, Consultants and Representatives in all or any spheres of Sports and Entertainment. To carry on the business
of Production, Distribution or Exhibition of Films and Motion pictures, Telefilms and Web Series for Cable Network,
Satellite Network, Telecommunication Network, Digital Platforms, Internet etc. To carry on the business of
Consultancy and Advisory services, to undertake Manufacturing, Trading, Distribution, exporting, marketing in all
kinds of goods and Commodities and to undertake the business of E-Commerce and related Services, Online
Platforms, Digital Media, Software Development, Artificial Intelligence and others acts in the interest of the
Company.”
CHANGES IN MEMORANDUM OF ASSOCIATION
Sr.
No
Particulars Date of Meeting Type of meeting
1. Change in name of the Company from
Kamalakshi Finance Corporation Private
Limited to Kamalakshi Finance Corporation
Limited
Resolution and ROC
filings not traceable
_
2. Increase in Authorised Share Capital from
inception till Rs. 25,00,000
Resolutions and ROC
filings not traceable
_
3. Increase of Authorised share Capital of the
Company from Rs. 25,00,000 divided into
250000 shares of face value Rs. 10 each to Rs.
10,25,00,000 divided into 1,02,50,000 shares of
face value Rs. 10 each
October 31, 2013 Extra ordinary General
Meeting
4. Increase of Authorised share Capital of the
Company from Rs. 10,25,00,000 divided into
1,02,50,000 shares of face value Rs. 10 each to
Rs. 25,25,00,000 divided into 2,52,50,000 shares
of face value Rs. 10 each
February 07, 2014 Extra ordinary General
Meeting
5. Increase of Authorised share Capital of the
Company from Rs. 25,25,00,000 divided into
2,52,50,000 shares of face value Rs. 10 each to
Rs. 33,25,00,000 divided into 3,32,50,000 shares
of face value Rs. 10 each
June 14, 2014 Annual General Meeting
Page 65 of 187
6. Change in Main Object and ancillary Object of
the Company
May 28, 2015 Through Postal Ballot
7. Name of the Company changed from
Kamalakshi Finance Corporation Limited to
Gromo Trade & Consultancy Limited
May 28, 2015 Through Postal Ballot
8. Subdivision of the Equity shares of the
Company. Every 1 (One) equity share of the face
value of Rs. 10/-(Rupees Ten only) each fully
paid-up held by a shareholder shall stand
Subdivided into 10 (Ten) equity share of the face
value of Rs. 1/-(Rupee One only) each fully paid-
up
May 28, 2015 The resolution was May 28,
2015 passed but Corporate
Action and approval could
not be done due to
suspension of Trading in
the BSE.
BSE refused to give a go
ahead for the same
9. Change in Main object of the Company September 16, 2019 Annual General Meeting
10. Name of the Company changed from Gromo
Trade & Consultancy limited to PrismX Global
Ventures Limited
September 16, 2019 Annual General Meeting
11. Subdivision of the Equity shares of the
Company. Every 1 (One) equity share of the face
value of Rs. 10/-(Rupees Ten only) each fully
paid-up held by a shareholder shall stand
Subdivided into 10 (Ten) equity share of the face
value of Rs. 1/-(Rupee One only) each fully paid-
up
September 29, 2021 Annual General Meeting
12. Increase of Authorized Share Capital of the
Company from Rs. 33,25,00,000 (Rupees Thirty-
Three Crores Twenty-Five Lacs Only) divided
into 33,25,00,000 (Thirty-Three Crores Twenty-
Five Lacs) Equity Shares of Face Value of Re.
1/- (Rupee One
Only) each to Rs. 43,25,00,000 (Rupees Forty-
Three Crores Twenty Five Lacs Only) divided
into 43,25,00,000 (Forty Three Crores Twenty
Five Lacs) Equity Shares of Face Value of Re.
1/- (Rupee One Only) each
November 22, 2021 Through Postal Ballot
Page 66 of 187
OUR MANAGEMENT
BOARD OF DIRECTORS
As on date of this Draft Letter of Offer, our Company currently has 6 (Six) directors on its Board, 1 (One) managing
director, 1 (One) executive director, 1 (One) non-executive director and 3 (Three) Independent directors. The present
composition of our Board of Directors and its committees are in accordance with the corporate governance
requirements provided under the Companies Act and SEBI (LODR) Regulations, to the extent applicable.
The following table sets forth details regarding our Board of Directors as on the date of this Draft Letter of Offer:
Name, Designation, Address, Occupation, Term,
Nationality, Date of Birth and DIN Age Other directorships
Tejas Vinodrai Hingu
Designation Managing Director;
Address
206 Mahesh Nagar Building, No.
4 Shiv Sena Gali, near Bhaleva
Jain Temple, Bhayandar West,
Thane Maharashtra 401101
Occupation Business
Term May 16, 2018 till date
Period of
Directorship Not liable to retire by rotation;
Nationality Indian;
Date of Birth September 09, 1986
DIN 06936684
35 years Nil
Ravindra Bhaskar Deshmukh
Designation Executive Director;
Address
M/5, Gurpuprasad, Hanuman
Roaad, Vile Parle (East) Mumbai
400057
Occupation Business
Term February 11, 2021 till date
Period of
Directorship Liable to retire by rotation;
Nationality Indian;
Date of Birth June 06, 1954
DIN 00290973;
67 years
1. Y S Prabhoo and Sons
Private Limited
2. Inventive Nano Stone
(India) Private Limited
3. Y.s. Prabhoo and Sons
Distributors Private
Limited
4. Ayan Powercom Private
Limited
5. Druvtech Systems Private
Limited
6. Mpg Digital Platform
Private Limited
7. Tmart Platform Private
Limited
8. Upass Business Process
Automation Private
Limited
9. Multi-screen
Technologies & Services
Private Limited
10. Nextgen Nano Stone
Trading Private Limited
Page 67 of 187
Name, Designation, Address, Occupation, Term,
Nationality, Date of Birth and DIN Age Other directorships
11. Coop Rating and Allied
Services Private Limited
12. Access4all Social
Foundation
Bhikubhai Kishanbhai Bait
Designation Non-Executive Director
Address
S1, Chitrakut row house,
chandlodiya, Dakroi, Ahmedabad
Gujarat 382481
Occupation Business
Term December 30, 2020 till date
Period of Directorship Liable to retire by rotation;
Nationality Indian
Date of Birth June 16, 1986
DIN 09017123
35 years Nil
Sandeep Kumar Sahu
Designation Independent Director
Address
Jablapur Road Behind Petrol
Pump, Lugharwaran Seoni
Bijhawada, Bijhawada Madhya
Pradesh- 480661
Occupation Business
Term October 22, 2021 till date
Period of Directorship Not liable to retire by rotation;;
Nationality Indian
Date of Birth October 20, 1984
DIN 06396817
37 years
1. Zenith Steel Pipes &
Industries Limited
2. Sanescort Lifecare
Private Limited
Ankita Hasmukhdas Sethi
Designation Independent Director
Address
A-8,Parth Appartment , Opp .
Sukomal Flats, Ramdev Nagar
Satellite , Ahmadabad
Occupation Professional
Term October 22, 2021 till date
Period of Directorship Not liable to retire by rotation;
Nationality Indian
Date of Birth February 02, 1990
DIN 08467476
31 years 1. National Steel and Agro
Industries Limited
Ketan Vyas
Designation Independent Director
Address
68, Shastri Nagar, Near Income
tax
office, Bhilwara (Raj.)-311001
Occupation Professional
Term October 22, 2021, till date
Period of Directorship Not liable to retire by rotation;
Nationality Indian
28 years 1. Myemanager Private
Limited
Page 68 of 187
Name, Designation, Address, Occupation, Term,
Nationality, Date of Birth and DIN Age Other directorships
Date of Birth December 28, 1993
DIN 09053821
Past Directorships in suspended companies
None of our Directors are, or were a director of any listed company, whose shares have been, or were suspended from
being traded on any of the stock exchanges during the term of their directorships in such companies during the last 5
(Five) years preceding the date of this Draft Letter of Offer.
Past Directorships in delisted companies
Further, none of our Directors are or were a director of any listed company, which has been, or was delisted from any
stock exchange during the term of their directorship in such Company during the last 10 (Ten) years preceding the
date of this Draft Letter of Offer.
Relationship between Directors
As on the date of this Draft Letter of Offer, none of the Directors are related to each other.
Arrangement or understanding with major Shareholders, customers, suppliers or others
Our Company has not entered into any arrangement or understanding with major shareholders, customers, suppliers,
or others pursuant to which any of the above-mentioned directors have been appointed in the Board.
Details of service contracts entered with Directors
Our Company has not entered into any service contracts with the present Board of Directors for providing benefits
upon termination of employment.
SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL
Status of Key Managerial Personnel Age
(Years)
Tejas Vinodrai Hingu
Designation Managing Director;
Address 206 Mahesh Nagar Building, No. 4 Shiv Sena Gali, near Bhaleva
Jain Temple, Bhayandar West, Thane Maharashtra 401101
Date of Appointment May 16, 2018
Nationality Indian;
Educational Qualification B.Com and Inter CA
36 years
Pratiksha Pankaj
Mashkariya
Designation
Chief Financial Officer;
Address B 202, Sujata Appt, Meena Nagar, KT Village Road, Nr. Greater
Bombay Bank, Vasai West, Palghar- 401 202
Date of Appointment May 15, 2014
Nationality Indian;
35 years
Page 69 of 187
Status of Key Managerial Personnel Age
(Years)
Educational Qualification B.com and Inter CS
Shreya Garg
Designation Company Secretary;
Address C/o Arun Kumar Garg 23, Swarna Jayanti Nagar, Bharatpur,
Rajasthan-321001
Date of Appointment July 22, 2020;
Nationality Indian;
Educational Qualification Company Secretary;
28 years
NISATIONAL STRUCT
BOARD OF DIRECTORS
Tejas Hingu Managing Director
Shreya Garg
Company Secretary
Pratiksha Mashkariya
Chief Financial Officer
Ravindra Deshmukh
Executive Director
Bhikubhai Bait
Non Executive Director
SandeepKumar Sahu
Independent Director
Ankita Sethi
Independent Director
Ketan Vyas
Independent Director
Page 70 of 187
SECTION VII – FINANCIAL INFORMATION
FINANCIAL STATEMENTS SEPTEMBER 30, 2021
INDEPENDENT AUDITOR’S REPORT
Independent Auditor’s Review Report on Quarterly and Half Yearly Unaudited Standalone Financial Results
of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (as amended)
To The Board of Directors of
Prismx Global Ventures Limited (formerly Gromo Trade & Consultancy Limited)
1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of Prismx Global
Ventures Limited (formerly Gromo Trade & Consultancy Limited) (“the Company”) for the quarter and
half year ended 30th September 2021 (“the Statement”) being submitted by the Company pursuant to the
requirement of Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
as amended.
2. This Statement, which is the responsibility of the Company’s management and approved by the Board of
Directors at their meeting held on 22nd October 2021, has been prepared in accordance with recognition and
measurement principles laid down in Indian Accounting Standards 34 “Interim Financial Reporting” (Ind AS
34), as prescribed under section 133 of the Companies Act, 2013 as amended, read with the relevant rules issued
thereunder and other accounting principles generally accepted in India. Our responsibility is to express a
conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410,
“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the
Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain
moderate assurance as to whether the financial statement is free of material misstatement. A review of interim
financial information consists of making inquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and review procedures. A review is substantially less in scope than an audit
conducted in accordance with Standards on auditing and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
4. Based on our review of the Statement conducted as stated above, nothing has come to our attention that causes
us to believe that the accompanying Statement, prepared in accordance with the aforesaid Indian Accounting
Standards and other accounting principles generally accepted in India, has not disclosed the information required
to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended, including the manner in which it is to be disclosed, or that it contains any material
misstatement.
For Dassani & Associates
Chartered Accountants
(FRN No : 009096C)
CA Churchil Jain
(Partner )
(Membership No: 409458)
Place of Signature: Indore
Date: 22/10/2021
UDIN: 21409458AAAABR9987
Page 71 of 187
Independent Auditor’s Review Report on Quarterly and Half Yearly Unaudited Consolidated Financial
Results of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (as amended)
To The Board of Directors of
Prismx Global Ventures Limited (formerly Gromo Trade & Consultancy Limited)
1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Prismx Global
Ventures Limited (formerly Gromo Trade & Consultancy Limited) (“the Parent” or “the Company”) and its
subsidiary (together referred to as “the Group”) for the quarter and half year ended 30th September 2021 (“the
Statement”) being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 as amended.
2. This Statement, which is the responsibility of the Parent’s management and approved by the Parent’s Board of
Directors at their meeting held on 22nd October, 2021, has been prepared in accordance with recognition and
measurement principles laid down in Indian Accounting Standards 34 “Interim Financial Reporting” (Ind AS
34), as prescribed under section 133 of the Companies Act, 2013 as amended, read with the relevant rules issued
thereunder and other accounting principles generally accepted in India. Our responsibility is to express a
conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410,
“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the
Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain
moderate assurance as to whether the financial statement is free of material misstatement. A review of interim
financial information consists of making inquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than an
audit conducted in accordance with Standards on auditing and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29th
March 2019 issued by the SEBI under Regulations 33 (8) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (as amended), to the extent applicable.
4. Based on our review of the Statement conducted as stated above and for the possible effects of the matter
described in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying
Statement, prepared in accordance with the aforesaid Indian Accounting Standards and other accounting
principles generally accepted in India, has not disclosed the information required to be disclosed in terms of
Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended,
including the manner in which it is to be disclosed, or that it contains any material misstatement.
5. The Statement also includes the interim financial results of 1 Subsidiary namely Tmart Platform Private Limited
which have not been reviewed by their auditors and are certified by the Management for the quarter and half year
ended 30th September 2021 respectively, as considered in the unaudited consolidated financial results.
According to the information and explanation to us by the Management these interim financial results are not
material to the group.
Our conclusion on the Statement is not modified in respect of the above matters with respect to our reliance on the
interim financial information certified by the management.
For Dassani & Associates
Chartered Accountants
(FRN No : 009096C)
CA Churchil Jain
(Partner )
(Membership No: 409458)
Place of Signature: Indore
Date: 22/10/2021
UDIN: 21409458AAAABR9987
Page 72 of 187
UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE HALF YEAR ENDED 30.09.2021
Sr.
No. PARTICULARS
Half Year Ended Year Ended
30.09.2021 30.09.2020 31.03.2021
Unaudited Unaudited Audited
1
Income from
Operations 220.666 305.958 792.029
2 Other income 0.208 0.442 4.907
3 Total Revenue 220.874 306.400 796.937
Expenditure
(a) Cost of materials
consumed - - -
(b) Purchase of Stock
in Trade 108.144 181.037 571.954
(c) Changes in
inventories of Finished
goods, Work-in-
progress & Stock in
Trade - - 1.524
(d) Finance cost 0.000 0.012 0.012
(e) Bad debts 0.972 52.018 57.390
(e) Employee benefit
Expenses 7.984 2.826 6.699
(f) Depreciation &
amortisation Expenses - - -
(g) Other Expenditure 15.883 6.960 10.479
4 Total Expenses 132.983 242.853 648.058
5
Profit/(Loss) before Tax
and Exceptional items 87.891 63.547 148.878
6 Exceptional Items
7
Profit/(Loss) from
ordinary activities
before tax
87.891 63.547 148.878
Tax Expenses
(a) Current Tax - - 24.851
(b) Deferred Tax - - 10.567
Adjustment of tax
relating to earlier periods - - 20.274
8
Net Profit/(Loss) for the
period 87.891 63.547 133.734
9
Other Comprehensive
Income/(Loss)
Fair value changes of the
equity instruments
through OCI
4.169 1.020 (2.530)
Page 73 of 187
Income tax relating to
items that will not be re-
classified to profit or loss
- - 0.658
Items that will be re-
classified Profit or loss - - -
Income tax relating to
items that will be re-
classified to profit or loss
10
Total Comprehensive
Income/(Loss) 92.060 64.568 131.862
11
Paid-up Equity Share
Capital, FV Rs.10/- 2,839.000 2,839.000 2,839.000
12
Earning Per share
(EPS) *Not annualised
(a) Basic 0.310 0.224 0.464
(b) Diluted 0.310 0.224 0.464
Notes
1 The above Financial Results were reviewed and recommended by the Audit Committee and approved by the
Board of Directors at their meeting held on 11/11/2020
2 The Statutory Auditors of the company have carried out a limited review of the result for the quarter & Half
Year ended September 30, 2020. However, the management has exercised necessary due diligence to ensure
that the standalone financial results provide true and fair view of its affairs.
3 The figures for the previous periods / year are re-classified / re-arranged / re-grouped, wherever necessary, to
confirm current period classification.
4 The Company operates in Two Business Segment i.e. Commodity Trading Business and Finance Business
Activities. Business segment has been identified as separable primary segment taking into Account the
organizational and internal reporting structure as well as evaluation of risk and return of this segment.
5 Provision for Taxation will be made at the end of the financial Year and hence not provided on quarterly
basis.
6 This Result and Limited Review Report is available on company Website www.gromotrade.Com in as well
as BSE website www.bseindia.com
7 Investor Complaint for the Quarter Ended 30/09/2020. Opening - 0, Received -0, Resolved -0, Closing - 0.
Page 74 of 187
UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE HALF YEAR ENDED 30.09.2021
Sr
.
N
o.
PARTICULARS
Half Year Ended Year Ended
30.09.2021 30.09.2020 31.03.2021
Unaudited Unaudited Audited
1 Income from Operations 220.666 305.958 792.029
2 Other income 0.208 0.442 4.907
3 Total Revenue 220.874 306.400 796.937
Expenditure
(a) Cost of materials consumed - - -
(b) Purchase of Stock in Trade 108.144 181.037 571.954
(c) Changes in inventories of
Finished goods, Work-in-
progress & Stock in Trade
- - 1.524
(d) Finance cost 0.000 0.012 0.012
(e) Bad debts 0.972 52.018 57.390
(e) Employee benefit Expenses 7.984 2.826 6.699
(f) Depreciation & amortisation
Expenses - - -
(g) Other Expenditure 15.733 6.960 10.479
4 Total Expenses 132.833 242.853 648.058
5
Profit/(Loss) before Tax and
Exceptional items 88.040 63.547 148.878
6 Exceptional Items
7
Profit/(Loss) from ordinary
activities before tax 88.040 63.547 148.878
Tax Expenses
(a) Current Tax - - 24.851
(b) Deferred Tax - - 10.567
Adjustment of tax relating to
earlier periods - - 20.274
8 Net Profit/(Loss) for the period 88.040 63.547 133.734
9
Other Comprehensive
Income/(Loss)
Fair value changes of the equity
instruments through OCI 4.169 1.020 (2.530)
Income tax relating to items that
will not be re-classified to profit
or loss
- - 0.658
Items that will be re-classified
Profit or loss - - -
Income tax relating to items that
will be re-classified to profit or
loss
10
Total Comprehensive
Income/(Loss) 92.209 64.568 131.862
11
Paid-up Equity Share Capital,
FV Rs.10/- 2,839.000 2,839.000 2,839.000
Page 75 of 187
12
Earning Per share (EPS) *Not
annualised
(a) Basic 0.310 0.224 0.464
(b) Diluted 0.310 0.224 0.464
Notes
1 The above Financial Results were reviewed and recommended by the Audit Committee and approved by the
Board of Directors at their meeting held on 11/11/2020
2
The Statutory Auditors of the company have carried out a limited review of the result for the quarter & Half
Year ended September 30, 2020. However, the management has exercised necessary due diligence to ensure
that the standalone financial results provide true and fair view of its affairs.
3 The figures for the previous periods / year are re-classified / re-arranged / re-grouped, wherever necessary, to
confirm current period classification.
4
The Company operates in Two Business Segment i.e. Commodity Trading Business and Finance Business
Activities. Business segment has been identified as separable primary segment taking into Account the
organizational and internal reporting structure as well as evaluation of risk and return of this segment.
5 Provision for Taxation will be made at the end of the financial Year and hence not provided on quarterly
basis.
6 This Result and Limited Review Report is available on company Website www.gromotrade. Com in as well as
BSE website www.bseindia.com
7 Investor Complaint for the Quarter Ended 30/09/2020. Opening - 0, Received -0, Resolved -0, Closing - 0.
Page 76 of 187
SEGMENT RESULTS FOR THE HALF YEAR ENDED 30.09.2021
Sr.
No PARTICULARS
Half Year Ended Year End
30.09.2021 30.09.2020 31.03.2021
Unaudited Unaudited Audited
1 Segment Revenue
(a) Income from Trading/Commodity Business 108.707 180.893 572.205
(b) Income From Finance Business 111.959 125.065 219.824
(c) Other Operating Income 0.208 0.442 4.907
Total Income from Operation 220.874 306.400 796.936
Less: Inter Segment Revenue - -
Net sales/Income From Operations 220.874 306.400 796.936
2 Segment Results
Profit/ Loss Before Tax and Interest from Each Segment
(a) Segment- Trading/Commodity Business 0.563 (0.144) (1.274)
(b) Segment- Finance Business 87.120 73.048 162.423
Total 87.683 72.904 161.149
Less: (i) Interest -
(ii) Other unallocable Expenditure net off 0.000 9.798 17.178
(iii) Un-allocable income 0.208 0.442 4.907
Total Profit Before Tax 87.891 63.547 148.878
3 Capital Employed
(Segment Assts-Segment Liabilities)
(a) Commodity Business - 8.157 5.772
(b) Finance Business 4,318.230 4,007.801 4,220.257
Total Capital Employed 4,318.230 4,015.958 4,226.029
CONSOLIDATED SEGMENT RESULTS FOR THE HALF YEAR ENDED 30.09.2021
Sr.
No PARTICULARS
Half Year Ended Year End
30.09.2021 30.09.2020 31.03.2021
Unaudited Unaudited Audited
1 Segment Revenue
(a) Income from Trading/Commodity Business 108.707 180.893 572.205
(b) Income From Finance Business 111.959 125.065 219.824
(c) Other Operating Income 0.208 0.442 4.907
Total Income from Operation 220.874 306.400 796.936
Less: Inter Segment Revenue - -
Net sales/Income From Operations 220.874 306.400 796.936
2 Segment Results
Profit/ Loss Before Tax and Interest from Each Segment
(a) Segment- Trading/Commodity Business 0.563 (0.144) (1.274)
(b) Segment- Finance Business 87.120 73.048 162.423
Page 77 of 187
Total 87.683 72.904 161.149
Less: (i) Interest -
(ii) Other unallocable Expenditure net off 0.000 9.798 17.178
(iii) Un-allocable income 0.208 0.442 4.907
Total Profit Before Tax 87.891 63.547 148.878
3 Capital Employed
(Segment Assts-Segment Liabilities)
(a) Commodity Business - 8.157 5.772
(b) Finance Business 4,318.230 4,007.801 4,220.257
Total Capital Employed 4,318.230 4,015.958 4,226.029
CONSOLIDATED BALANCE SHEET FOR THE YEAR ENDED 30.09.2021
Particulars As at
September 30, 2021
As at
March 31, 2021
(1) Non - Current Assets
(a) Property, Plant and Equipment 5.17 -
(b) Capital work - in – progress 8.75 -
(c) Other Intangible Assets - -
(d) Intangible assets under development - -
(e) Financial assets - -
(i) Investments 400.47 392.91
(iii) Other financial assets - -
(f) Other tax assets (Net) - -
(g) Other non - current assets - -
(h) Deferred tax Asset 13.19 13.19
Total Non - Current Assets (A) 427.58 406.10
(2) Current Assets -
(a) Inventories - -
(b) Financial assets - -
(i) Trade receivables 123.21 132.62
(ii) Cash and cash equivalents 1.64 1.90
(iii) Bank balances other than (ii) above 101.25 204.90
(iv) Loans 3,898.73 3,697.89
(v) Other financial assets 32.81 43.18
(b) Other tax assets (Net) - -
(c) Other current assets - -
Total Current Assets (B) 4,157.64 4,080.49
TOTAL ASSETS (A+B) 4,585.22 4,486.59
EQUITY AND LIABILITIES -
Page 78 of 187
EQUITY -
(a) Equity share capital 2,848.85 2,839.00
(b) Other Equity 1,479.24 1,387.03
Total Equity (A) 4,328.09 4,226.03
LIABILITIES -
(1) Non Current Liabilities -
(a) Financial Liabilities - - (i) Other financial liabilities -
(b) Provisions - -
Total Non Current Liabilities (B) - -
Current Liabilities -
(a) Financial Liabilities - (i) Borrowings 124.81 124.81 (ii) Trade payables - - (ii) Other financial liabilities - -
a) total outstanding of micro enterprises and
small entrprises - -
b) total outstanding dues of creditor other than
micro enterprises and small entrprises 132.21 126.85
iii) Other financial liabilties 0.12 0.05
(b) Other current liabilities - -
(c) Provisions - -
(b) Liabilties for current tax (Net) - 8.86
Total Current Liabilities(B) 257.13 260.56
TOTAL EQUITY AND LIABILITIES (A+B) 4,585.22 4,486.59
STANDALONE BALANCE SHEET FOR THE YEAR ENDED 30.09.2021
Particulars As at
September 30, 2021
As at
March 31, 2021
(1)
Non - Current Assets
(a) Property, Plant and Equipment 5.17 -
(b) Capital work - in - progress - -
(c) Other Intangible Assets - -
(d) Intangible assets under development - -
(e) Financial assets - -
(i) Investments 400.47 392.91
(iii) Other financial assets - -
(f) Other tax assets (Net) - -
(g) Other non - current assets - -
(h) Deferred tax Asset 13.19 13.19
Total Non - Current Assets (A) 418.83 406.10
(2)
Current Assets -
(a) Inventories - -
Page 79 of 187
(b) Financial assets - -
(i) Trade receivables 123.21 132.62
(ii) Cash and cash equivalents 102.89 206.80
(iv) Loans and Advances 3,897.63 3,697.89
(v) Other financial assets 41.76 43.18
(b) Other tax assets (Net) - -
(c) Other current assets - -
Total Current Assets (B) 4,165.49 4,080.49
TOTAL ASSETS (A+B) 4,584.32 4,486.60
EQUITY AND LIABILITIES -
EQUITY -
(a) Equity share capital 2,839.00 2,839.00
(b) Other Equity 1,479.24 1,387.03
Total Equity (A) 4,318.24 4,226.03
LIABILITIES -
(1)
Non Current Liabilities -
(a) Financial Liabilities - - (i) Other financial liabilities -
(b) Provisions - -
Total Non Current Liabilities (B) - -
Current Liabilities -
(a) Financial Liabilities -
(i) Borrowings 124.81 124.81
(ii) Trade payables - -
(ii) Other financial liabilities - -
a) total outstanding of micro enterprises and small
entrprises - -
b) total outstanding dues of creditor other than
micro enterprises and small enterprises 132.21 126.85
iii) Other financial liabilties 0.12 0.05
(b) Other current liabilities - -
(c) Provisions - -
(b) Liabilties for current tax (Net) 8.95 8.86
Total Current Liabilities (B) 266.08 260.56
TOTAL EQUITY AND LIABILITIES (A+B) 4,584.32 4,486.59
STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 30.09.2021
Particulars Half Year Ended
30th Sep 2021
Half Year
Ended 30th
Sep 2020
A) CASH FLOW FROM OPERATING ACTIVITIES
Page 80 of 187
Net Profit before tax & Extraordinary Items 88.040 63.55
Adjustment for:
Bad debts 0.97 -
Other Comprehensive Income 4.16 1.02
OPERATING PROFIT BEFORE WORKING CAPITAL
CHANGES 93.17 64.57
ADJUSTMENTS FOR WORKING CAPITAL CHANGES :
Loans & Advances (202.50) (85.12)
Trade Receivable 9.41 9.05
Other financial Assets 2.10 (5.63)
Inventories - -
Trade Payables 5.37 (7.81)
Short Term Borrowing - -
Financial Liabilities 0.06 (0.10)
Other Current Liabilities - -
Cash Generated from Operations (92.39) (25.05)
Direct Taxes paid/ Provision for Tax 1.21 17.98
NET CASH FROM OPERATING ACTIVITIES (91.18) (7.07)
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets including Capital Work in Progress -5.17 -
Purchase of Non Current Investments -7.56 -
Sale of Non Current Investments - 1.25
NET CASH USED IN INVESTING ACTIVITY -12.73 1.25
C) CASH FLOW FROM FINANCING ACTIVITIES
Net (Decrease)/ Increase in Short Term Borrowings
Loan Taken - 18.00
NET CASH USED IN FINANCING ACTIVITY 0.00 18.00
NET CHANGES IN CASH & CASH EQUIVALENTS(A+B+C) (103.90) 12.18
OPENING BALANCE OF CASH & CASH EQUIVALENTS 206.80 -8.47
CLOSING BALANCE OF CASH & CASH EQUIVALENTS 102.89 3.71
Page 81 of 187
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30.09.2021
Particulars Half Year Ended
30th Sep 2021
Half Year
Ended 30th
Sep 2020
A) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax & Extraordinary Items 87.891 63.55
Adjustment for:
Bad debts 0.97 -
Other Comprehensive Income 4.16 1.02
OPERATING PROFIT BEFORE WORKING CAPITAL
CHANGES 93.02 64.57
ADJUSTMENTS FOR WORKING CAPITAL CHANGES :
Loans & Advances (202.35) (85.12)
Trade Receivable 9.41 9.05
Other financial Assets 2.10 (5.63)
Inventories - -
Trade Payables 5.37 (7.81)
Short Term Borrowing - -
Financial Liabilities 0.06 (0.10)
Other Current Liabilities - -
Cash Generated from Operations (92.39) (25.05)
Direct Taxes paid/ Provision for Tax 1.21 17.98
NET CASH FROM OPERATING ACTIVITIES (91.18) (7.07)
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets including Capital Work in Progress -5.17 -
Purchase of Non Current Investments -7.56 -
Sale of Non Current Investments - 1.25
NET CASH USED IN INVESTING ACTIVITY -12.73 1.25
C) CASH FLOW FROM FINANCING ACTIVITIES
Net (Decrease)/ Increase in Short Term Borrowings
Loan Taken - 18.00
NET CASH USED IN FINANCING ACTIVITY 0.00 18.00
NET CHANGES IN CASH & CASH EQUIVALENTS(A+B+C) (103.90) 12.18
OPENING BALANCE OF CASH & CASH EQUIVALENTS 206.80 -8.47
CLOSING BALANCE OF CASH & CASH EQUIVALENTS 102.89 3.71
Page 82 of 187
FINANCIAL STATEMENTS MARCH 31, 2021
INDEPENDENT AUDITOR’S REPORT
To The Members of
Prismx Global Ventures Limited (Formerly known as Gromo trade and Consultancy Limited)
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Prismx Global Ventures Limited (Formerly
known as Gromo trade and Consultancy Limited) (“the Company”), which comprise the balance sheet as at 31st
March, 2021, and the statement of Profit and Loss, including statement of Other Comprehensive Income, statement
of cash flows and statement of changes in equity and for the year ended, and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial
Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at 31st March, 2021, and profit including other comprehensive income, its cash
flows and changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the ‘Auditors’
Responsibilities for the Audit of the Standalone financial statements’ section of our report. We are independent of the
Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions
of the Companies Act, 2013 and the Rules thereunder, in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
on Standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements for financial year ended March 31, 2021. These matters were addressed in the context
of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. For each matter below, our description of how audit addressed the matter
is provided in the context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We
have fulfilled the responsibility described in the Auditors’ Responsibilities for the Audit of the Standalone financial
statements of our report, including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risk of material misstatement of the Standalone financial
statements. The result of our audit procedures including the procedures performed to address the matters below,
provide the basis of our audit opinion on accompanying Standalone financial statements.
Description of each key audit matter in accordance with SA 701
Key Audit matters How our audit addressed the
key audit matter
Inter Corporate Loans
Page 83 of 187
• The value of loans as at 31st March 2021 is
significant and there is a high degree of
complexity and judgment involved for the
company in the estimating individual and
collective credit impairment provisions and
write-offs against these loans.
• The Company’s impairment provision for
receivables from financing business is
based on the expected credit loss approach
laid down under Ind AS 109. Under this
approach, the management has been
required to exercise judgement in areas
such as;
- calculation of past default rates
- applying macro-economic factors to arrive
at forward looking probability of default;
and
- significant assumption regarding the
probability of various scenarios and
discounting rates for different industries
considering individual borrower profile.
In view of the high degree of estimation involved in the
process of calculation impairment provision and
considering its significance to the overall Ind AS
financial statement, whereby any error or omission in
estimation may give rise to a material misstatement of
Ind AS standalone financial statements, it is considered
as a key audit matter.
Our audit procedure included considering the
appropriateness of the company’s accounting policies
for impairment of financial assets and assessing
compliance with Ind AS 109.
For loans which are assessed for impairment on a
portfolio basis we performed particularly the following
procedures:
- We understood the methodology and policy laid down
for loans given by the company.
- we have verified the existence of recovery process
plant in the event of default.
- we have verified the historical trends of repayment of
principal amount of loan and repayment of interest.
- we tested the reliability of the key data inputs and
related management controls.
- we have assessed the assumptions made by the
company in making provision considering forward
looking information.
Information other than Standalone financial statements and Auditors’ report thereon
The company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual report but does not include the Standalone financial statements and our auditors’
report thereon.
Our opinion on Standalone financial statements does not cover the other information and we do not express any form
of conclusion thereon.
In connection with our audit of Standalone financial statements, our responsibility is to read the other information,
and in doing so, consider whether such other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Emphasis of Matters
During the year company has written of receivables to the extent of Rs. 57,38,971 against non-recoverability of the
amount receivable.
Our opinion is not modified in respect of above matter.
Management’s responsibility for the Standalone financial statements
Page 84 of 187
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, cash flows and changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone financial statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risk of material misstatement of the Standalone Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether has adequate internal financial controls systems in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exits related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exits, we are required to draw attention in our auditor’s report to the related disclosures in the
Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
Page 85 of 187
• Evaluate the overall presentation, structure and content of the standalone Financial Statements, including the
disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including and significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we may have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in audit of Standalone financial Statements for the financial year ended March 31, 2021 and are therefore
the Key audit matters. We describe that these matters in our Auditors’ report unless law and regulations precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should be not
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communications.
Report on Other Legal and Regulatory Requirements
1. As required by Companies (Auditors’ report) Order 2016, (“The order”), issues by the central government
of India in terms of sub section (11) of Section 143(3) of the Act, we give in the “Annexure 1” a statement
on the matters specified in paragraph 3 and 4 of the order.
2. As required by Section 143(3) of the Act, based we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
(c) The balance Sheet, the Statement of Profit and Loss including other comprehensive Income, the Cash Flow
Statement and Statement of changes in equity dealt with by this Report are in agreement with the books of account
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by
the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a
director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with
reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate
Report in “Annexure 2” to this report;
(g) In our opinion, the management remuneration for the year ended March 31, 2021 has been paid/provided by the
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements – Refer Note 26 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
Page 86 of 187
material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
For Dassani & Associates
Chartered Accountants
(FRN No : 009096C)
CA Churchil Jain
(Partner )
(Membership No: 409458)
Place of Signature: Indore
Date: 26/06/2021
UDIN: 21409458AAAABR9987
Page 87 of 187
ANNEXURE “1” to the Independent Auditor’s Report of Prismx Global Ventures Limited (Formerly known
as Gromo trade and Consultancy Limited)
(Referred to in Paragraph 1 under “Report on other Legal and Regulatory Requirements” of our report of even date)
On the basis of such checks as we considered appropriate and in terms of the information and explanations given to
us, we report that: -
i. In respect of companies fixed assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of its fixed assets.
b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are
verified in a phased manner over a period of three years. In accordance with this program, certain fixed
assets were verified during the year and no material discrepancies were noticed on such verification. In
our opinion, this periodicity of physical verification is reasonable having regard to the size of the
Company and the nature of its assets.
c) There are no immovable properties held by the Company.
ii. The management has conducted physical verification of inventory at reasonable intervals during the year and
no material discrepancies were noticed on such physical verification.
iii. According to the information and explanations given to us, the Company has not granted loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships or other parties listed in the register
maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clauses 3(iii) (a),
(b) and (c) of the order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not advanced
loans to directors / to a company in which the Director is interested to which provisions of section 185 of the
Companies Act, 2013 apply and hence not commented upon. In our opinion and according to the information
and explanations given to us in certain cases the Company has not charged interest on Loans and advances
given to 25 parties. The non-charging interest makes these loans Interest free loans and thereby violates
section 186(7) of the Companies Act, 2013. Effect on the aforesaid cannot be ascertained from the available
information and explanations given to us by the company and hence not commented upon.
v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v)
of the Order are not applicable to the Company.
vi. The maintenance of cost records has not been specified by the Central Government under Section 148(1) of
the companies Act, 2013 for the business activities carried out by the company, thus reporting under clause
3(vi) of the order is not applicable to the Company.
vii. According to information and explanations given to us:
a) the Company has been generally regular in depositing undisputed statutory dues, including
Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, Custom Duty,
Cess, Professional Tax and other material statutory dues applicable to it with the appropriate
authorities.
b) There were no undisputed amounts payable in respect of provident fund, employees’ state insurance,
income-tax, goods and service tax, sales-tax, duty of custom, duty of excise, cess and other material
Page 88 of 187
statutory dues were outstanding, at the year end, for a period of more than six months from the date
they became payable.
c) There are no dues of income tax, sales-tax, goods and service tax, service tax, customs duty, excise
duty, value added tax and cess which have not been deposited on account of any dispute.
viii. The Company has not taken any loans from Government, any Financial Institution or debenture holders
during the year thus reporting under clause 3(viii) of the order is not applicable to the Company.
ix. The Company did not raise any money by way of Initial Public offer, further public offer or term loan during
the year, thus reporting under clause 3(ix) of the order is not applicable to the Company.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or no material fraud on the company by its officers or employees has been noticed or reported
during the year.
xi. In our opinion and according to the information and explanations given to us, the company has paid / provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section
197 read with Schedule V to the Companies Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi
company. Therefore, paragraph 3(xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance
with Sections 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related
parties and the details of related party transactions have been disclosed in the Standalone Financial Statements
as required by the applicable accounting standards.
xiv. During the Year, the company has not made any preferential allotment or private placement of shares fully
or partly paid convertible debentures and hence, reporting under clause 3 (xiv) of the Order is not applicable
to the Company.
xv. In Our opinion and according to the information and explanations given to us, during the year the Company
has not entered into any non-cash transactions with its Directors or persons connected to its directors and
hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. According to the information and explanations given to us, the provisions of the section 45-IA of the Reserve
Bank of India Act, 1934 are not applicable to the company.
For Dassani & Associates
Chartered Accountants
(FRN No : 009096C.)
CA Churchil Jain
(Partner )
(Membership No: 409458)
Place of Signature: Indore
Date: 26/06/2021
UDIN: 21409458AAAABR9987
Page 89 of 187
Annexure “2” to the Independent Auditor’s Report of Prismx Global Ventures Limited (Formerly known as
Gromo trade and Consultancy Limited)
(Referred to in Paragraph 2(f) under “Report on other Legal and Regulatory Requirements” of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Prismx Global Ventures Limited
(Formerly known as Gromo trade and Consultancy Limited) (“the Company”) as of March 31, 2021 in
conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required by the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be
prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial
controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system over financial reporting with reference to Standalone
financial statements.
Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting with reference to these Standalone Financial
Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of standalone financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting with reference to these
Standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
Page 90 of 187
of the Company are being made only in accordance with authorisations of management and directors of the Company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the Company’s assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
According to the information and explanations given to us and based on our audit, the following material weaknesses
have been identified as at 31st March, 2021.
a) The Company did not have an appropriate internal control system for granting Loans. Demand and other loans
given are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies,
Procedure, Committee or documents have been prescribed and executed.
b) The Company’s internal control system is not commensurate to the size and scale of operation over purchase and
sale of shares and inventory and for expenses incurred.
A ‘material weaknesses’ is a deficiency, or a combination of deficiencies, in internal financial control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis.
In our opinion, except for the effects / possible effects of the material weaknesses described above on the achievement
of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal
financial controls over financial reporting and such internal financial controls over financial reporting were operating
effectively as of March 31, 2021, based on the internal control over financial reporting criteria established by the
company considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Chartered Accountants of India.
We have considered the material weaknesses identified and reported above in determining the nature, timing, and
extent of audit tests applied in our audit of the financial statements for the year ended 31st March, 2021, and the
material weaknesses does not affect our opinion on the financial statements of the Company.
For Dassani & Associates
Chartered Accountants
(FRN No : 009096C)
CA Churchil Jain
(Partner )
(Membership No: 409458)
Place of Signature: Indore
Date: 26/06/2021
UDIN: 21409458AAAABR9987
Page 91 of 187
Balance Sheet as at March 31, 2021
(Amount In Rupees)
Particulars Not
e
As at
March 31,
2021
As at
March 31,
2020
ASSETS
Non - Current Assets
(a) Property, Plant and Equipment 4 - - (i) Investments 5 3,92,90,983 4,04,49,855
(b) Deferred tax Asset 6 13,19,321 1,64,671
Total Non - Current Assets (A) 4,06,10,304 4,06,14,526
Current Assets
(a) Inventories - 1,52,390
(b) Financial assets
(i) Trade receivables 7 1,32,61,907 1,43,57,780 (ii) Cash and cash equivalents 8 2,06,79,769 34,41,232
(iii) Loans 9
36,97,89,242 37,15,03,85
5 (iv) Other financial assets 10 43,18,253 56,72,078
Total Current Assets (B)
40,80,49,171
39,51,27,33
5
TOTAL ASSETS (A+B)
44,86,59,475
43,57,41,86
1
EQUITY AND LIABILITIES
EQUIT
Y
(a) Equity share capital 11
28,39,00,000 28,39,00,00
0
(b) Other Equity 12
13,87,02,939 12,55,16,74
9
Total Equity (A)
42,26,02,939 40,94,16,74
9
LIABILITIES
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 13 1,24,80,548 1,25,69,783 (ii) Trade payables
a) total outstanding of micro enterprises and small
enterprises - -
b) total outstanding dues of creditor other than micro
enterprises and small enterprises 14 1,26,84,673 1,28,17,634
(b) Other Current liabilities 15 5,400 9,37,695
(c) Liabilities for current tax (Net) 16 8,85,915 -
Total Current Liabilities (B) 2,60,56,536 2,63,25,112
TOTAL EQUITY AND LIABILITIES (A+B)
44,86,59,475 43,57,41,86
1
Summary of significant accounting policies 3
Page 92 of 187
The accompanying summary of Significant accounting policies and other explanatory information are an integral
part of the financial statements.
As per our report of even date attached.
FOR Dassani & Associates For Prismx Global Ventures Limited
Chartered Accountants
Firm Registration Number: 009096C
Tejas Vinod Rai Hingu HARISHKUMAR K PATEL
Managing Director DIRECTOR
Churchill Jain DIN: 06936684 DIN: 07935626
Partner
Membership No. 409458
PLACE : MUMBAI Shreya Garg Pratiksha Mashkariya
DATE : June 26, 2021 COMPANY SECRETARY CHIEF FINANCIALOFFICER
Statement of Profit and loss for the year ended March 31, 2021
(Amount In Rupees)
Particulars Note For the year
ended
March 31,2021
For the year
ended
March 31,2020
Revenue from contracts with customers 17 7,92,02,930 22,31,35,829
Other income 18 4,90,722 1,96,062
Total Income 7,96,93,652 22,33,31,891
Expenses
Purchases of Stock - in - Trade 19 5,71,95,443 19,05,00,507
Changes in Inventories of Stock - in - Trade 20 1,52,390 (1,52,390)
Employee benefit expenses 21 6,69,900 14,35,852
Finance Cost 22 1,180 13,38,823
Depreciation expense 4 - 939
Other Expenses 23 67,86,917 1,86,84,710
Total Expenses 6,48,05,830 21,18,08,441
Profit before tax 1,48,87,822 1,15,23,450
Tax expenses 24
(1) Current tax (24,85,075) (17,98,000)
(2) Deferred tax (10,56,677) (1,406)
Adjustment of tax relating to earlier periods 20,27,363 -
Income tax expense (15,14,390) (17,99,406)
Profit/ (Loss) for the year A 1,33,73,432 97,24,044
Other Comprehensive Income
Items that will be reclassified to profit or loss - -
Tax benefit on items that will be reclassified to profit or loss - -
Items that will not be reclassified to profit or loss (2,53,028) (49,09,374)
Page 93 of 187
Tax benefit on items that will not be reclassified to profit or
loss 65,787 38,073
Other Comprehensive Income for the year B (1,87,241) (48,71,301)
Total Comprehensive Income for the year (A+B) 1,31,86,191 48,52,743
Earning per equity share (Face Value of Rs. 10/- each) 25
(1) Basic 0.46 0.17
(2) Diluted 0.46 0.17
Summary of significant accounting policies 3
The accompanying summary of Significant accounting policies and other explanatory information are an integral
part of the financial statements
The accompanying summary of Significant accounting policies and other explanatory information are an integral
part of the financial statements.
As per our report of even date attached.
FOR Dassani & Associates For Prismx Global Ventures Limited
Chartered Accountants
Firm Registration Number: 009096C
Tejas Vinod Rai Hingu HARISHKUMAR K PATEL
Managing Director DIRECTOR
Churchill Jain DIN: 06936684 DIN: 07935626
Partner
Membership No. 409458
PLACE : MUMBAI Shreya Garg Pratiksha Mashkariya
DATE : June 26, 2021 COMPANY SECRETARY CHIEF FINANCIALOFFICER
Statement of Cash flows for the year ended March 31, 2021
(Amt in Rupees)
Particulars
For the year ended
March 31, 2021
For the year ended
March 31, 2020
A) Operating Activities
Profit before tax 1,48,87,82
2 1,15,23,450
Adjustment to reconcile profit before tax to
net cash flows
Depreciation - 939
Finance Cost 1,180 13,36,483
Bad debts 57,38,971 1,42,07,570
Page 94 of 187
Gain on sale of Investment (4,46,524
) (60,000)
52,93,626 1,54,84,992
Cash flow from operating activities
before working capital adjusements 2,01,81,44
9 2,70,08,442
Working Capital adjustments
Inventory 1,52,390 (1,52,390)
Loans (40,24,35
8) (2,30,82,800
)
Other financial assets (1,12,401) 14,92,990
Trade Receivables 10,95,873 (1,43,57,780
)
Trade Payables (1,32,961) 1,27,45,634
Other current liabilties (9,32,295) 8,36,395
(39,53,751
) (2,25,17,952)
1,62,27,69
7 44,90,490
Income tax paid (net of refund received) (2,51,113) -
Net cash flow generated from Operating
Activities 1,59,76,58
4 44,90,490
B) Investing Activities
Proceed from sale of Investment (Net) 13,52,368 2,76,00,000
Investment made during the year - (3,94,00,000
)
Gain on Sale of Investment - 60,000
Net cash flow generated from / (used in)
Investing Activities 13,52,368 (1,17,40,000)
C) Financing Activities
Finance cost (1,180) (6,17,248)
Increase / (Decrease) in borrowings (89,235) -
Net cash flow used in Financing
Activities (90,415) (6,17,248)
Net increase in Cash and cash
equivalents 1,72,38,53
7 (78,66,758)
Cash and cash equivalents at the beginning
of the year 34,41,231 1,13,07,989
Cash and cash equivalents at the end of
the year 2,06,79,76
8 34,41,231
Notes
Cash & Cash Equivalents
Cash and Cash Equivalents Includes: (Refer
Note No 8)
Cash in Hand 1,90,170 1,75,967
Page 95 of 187
Notes to the Statement of Cash Flow:
i. The Statement of Cash Flow has been prepared under the ‘Indirect Method’ set out in Ind AS 7 ‘Statement of Cash
Flow'.
ii. As per the amendment in Ind AS 7 ‘Statement of Cash flow’: Disclosure of changes in liabilities arising from
financing activities, including both changes arising from cash flows and non-cash changes.
The accompanying summary of Significant accounting policies and other explanatory information are an integral
part of the financial statements.
As per our report of even date attached.
FOR Dassani & Associates For Prismx Global Ventures Limited
Chartered Accountants
Firm Registration Number: 009096C
Tejas Vinod Rai Hingu HARISHKUMAR K PATEL
Managing Director DIRECTOR
Churchill Jain DIN: 06936684 DIN: 07935626
Partner
Membership No. 409458
PLACE : MUMBAI Shreya Garg Pratiksha Mashkariya
DATE : June 26, 2021 COMPANY SECRETARY CHIEF FINANCIALOFFICER
Balance with Banks
- In Current Account 2,04,89,598 32,65,264
2,06,79,768 34,41,231
For the year ended March 31, 2021:
Particulars As at
March 31, 2021 Cash Flows Non-cash Changes
As at
March 31, 2020
Non Current Borrowings - - - -
Current Borrowings 1,24,80,548 (89,235) - 1,25,69,783
For the year ended March 31, 2020:
Particulars As at
March 31, 2020 Cash Flows Non-cash Changes
As at
March 31, 2019
Non Current Borrowings - - - -
Current Borrowings 1,25,69,783 7,19,235 - 1,18,50,548
Summary of significant accounting policies 3
Page 96 of 187
Prismx Global Ventures Limited
(Formerly known as Gromo Trade & Consultancy Limited )
Statement for Changes in equity for the year ended March 31, 2021
A. Equity Share Capital
Issued, Subscribed and Fully Paid Up Shares of Rs. 10/- par value) No. of Shares
As at April 01, 2020 2,83,90,000 28,39,00,000
Increase/Decrease during the year - -
As at March 31, 2021 2,83,90,000 28,39,00,000
B. Other Equity (Amount in Rs)
Reservers and Surplus Other items
of Other
comprehen
sive income
Total Securities
premium
Reserve
Retained
Earnings
Balance at at April 01, 2019
13,91,30,000 (2,28,96,210) 44,30,215 12,06,64,006
Profit for the year & Fair
Value Adjustment
- 97,24,044 - 97,24,044
Other Comprehensive
Income
- - (48,71,301) (48,71,301)
Balance at at March 31,
2020
13,91,30,000 (1,31,72,166) (4,41,086) 12,55,16,749
Profit for the year & Fair
Value Adjustment
- 1,33,73,432 - 1,33,73,432
Other Comprehensive
Income
- - (1,87,241) (1,87,241)
Balance at at March 31,
2021
13,91,30,000 2,01,266 (6,28,326) 13,87,02,941
Summary of significant
accounting policies 3
The accompanying summary of Significant accounting policies and other explanatory information are an integral
part of the financial statements
As per our report of even date attached.
FOR Dassani & Associates
For Prismx Global Ventures
Limited
Chartered Accountants
Firm Registration Number:
009096C
Tejas Vinod Rai Hingu HARISHKUMAR K
PATEL
Managing
Director
DIRECTOR
Churchill Jain
DIN: 06936684 DIN: 07935626
Partner
Membership No. 409458
PLACE : MUMBAI
Shreya Garg Pratiksha Mashkariya
DATED : June 26, 2021
COMPANY SECRETARY
CHIEF
FINANCIALOFFICER
Page 97 of 187
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31st MARCH, 2021
1. Company Overview
The Company Prismx Global Ventures Ltd (Formerly known as Gromo Trade & Consultancy Limited) is an
existing public limited company incorporated on 15/01/1973 under the provisions of the Indian Companies
Act, 1956 and deemed to exist within the purview of the Companies Act, 2013, having its registered office
at 412, HUBTOWN SOLARIS, SAI WADI, ANDHERI (EAST), MUMBAI – 400069. The Company offers
a diverse range activity in Sports and Entertainment including Sports Infrastructure aggregation,
Consultancy, and without limiting the scope, to organize Sports and Entertainment events. The equity shares
of the Company are listed on BSE Limited (“BSE”). The financial statements are presented in Indian Rupee
(INR).
2. Basis of Preparation of Financial Statement
a. Statement of Compliance
The financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time and other accounting principles generally
accepted in India.
These financial statements have been prepared and presented under the historical cost convention with the
exception of certain assets and liabilities that are required to be carried at fair values by Ind AS. Fair value is
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
the market participants at the measurement date.
The financial statements were authorized for issue by the Company's Board of Directors on June 26, 2021.
These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All
the amounts have been rounded off, unless otherwise indicated.
b. Significant accounting judgement, estimates and assumptions
The preparation of the Company's financial statements in conformity with Ind AS requires management to
make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets
and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Future results
could differ due to these estimates and differences between the actual results and the estimates are recognised
in the periods in which the results are known / materialised. Estimates and underlying assumptions are
reviewed on an ongoing basis.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Company based on its assumptions and
estimates on parameters available when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances
arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they
occur.
Significant Estimates and assumptions are required in particular for:
Impairment of Non-Financial Asset:
Page 98 of 187
Determining whether property, plant and equipment and intangible assets are impaired requires an estimation
of the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted
Cash Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the
cash flow projections are based on estimates and assumptions relating to expected revenues, operational
performance of the assets, market prices of related products or services, inflation, terminal value etc. which
are considered reasonable by the management.
Taxes
The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits
for the purpose of paying advance tax, determining the provision for income taxes, including amount
expected to be paid/recovered for uncertain tax positions. Significant management judgement is also required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the
level of future taxable profits together with future tax planning strategies, including estimates of temporary
differences reversing on account of available benefits from the Income Tax Act, 1961.
c. Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
o Expected to be realised or intended to be sold or consumed in normal operating cycle
o Held primarily for the purpose of trading
o Expected to be realised within twelve months after the reporting period, or
o Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
o It is expected to be settled in normal operating cycle
o It is held primarily for the purpose of trading
o It is due to be settled within twelve months after the reporting period, or
o There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
3. Summary of Significant Accounting Policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial
statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
The Company follows the mercantile system of accounting and recognizes income and expenditure on an
accrual basis.
Cash And Cash Equivalents
Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with
an original maturity of three months or less from the date of acquisition), highly liquid investments that are
Page 99 of 187
readily convertible into known amounts of cash and which are subject to insignificant risk of changes in
value.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on
hand, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value.
Property, plant and equipment
The Company has elected to continue with the carrying value for all of its property, plant and equipment as
recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous
GAAP and use that as its deemed cost in accordance with the exemption provided under IND AS 101.
Plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if
any such cost includes the cost of replacing part of the plant and equipment and borrowing its for long-term
construction projects if the recognition criteria are met. When significant parts of plant and equipment are
required to be replaced at intervals, the Company depreciates them separately based on their specific useful
lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the
plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance
costs are recognised in profit or loss as incurred.
Depreciation on property, plant and equipment is calculated on a WDV basis using the rates arrived at based
on the useful lives estimated by the management which coincides with the rates as per Schedule II of the
Companies Act, 2013. The useful life of major computer is 3 years.
Revenue Recognition
The Company has adopted Ind AS 115, Revenue from Contracts with Customers, with effect from 01 April
2018.The Company has applied the following accounting policy for revenue recognition:
Revenue from contracts with customers:
The Company recognises revenue from contracts with customers based on a five step model as set out in Ind
AS 115:
Step 1. Identify the contract(s) with a customer: A contract is defined as an agreement between two or more
parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be
met.
Step 2. Identify the performance obligations in the contract: A performance obligation is a promise in a
contract with a customer to transfer a good or service to the customer.
Step 3. Determine the transaction price: The transaction price is the amount of consideration to which the
Company expects to be entitled in exchange for transferring promised goods or services to a customer,
excluding amounts collected on behalf of third parties
Step 4. Allocate the transaction price to the performance obligations in the contract: For a contract that has
more than one performance obligation, the Company will allocate the transaction price to each performance
obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled
in exchange for satisfying each performance obligation.
Step 5. Recognise revenue when (or as) the entity satisfies a performance obligation.
The Company satisfies a performance obligation and recognises revenue over time, if one of the following
criteria is met:
1. The customer simultaneously receives and consumes the benefits provided by the Company’s performance
as the Company performs; or
2. The Company's performance creates or enhances an asset that the customer controls as the asset is created
or enhanced; or
Page 100 of 187
3. The Company's performance does not create an asset with an alternative use to the Group and the entity
has an enforceable right to payment for performance completed to date.
Revenue is measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment. The Company assesses its revenue arrangements against specific
criteria to determine if it is acting as principal or agent.
The Company has concluded that it is acting as a principal in all of its revenue arrangements. As per the
underlying construction contracts in force, the Company bears certain indirect tax as its own expense and are
effectively acting as principals and collecting the indirect taxes on their own account. Accordingly, revenue
from operations is presented as gross of such indirect taxes.
(1) Sales
(i) Sales are recognised when significant risks and rewards are transferred to the buyer as per the contractual
terms or on dispatch where such dispatch coincides with transfer of significant risks and rewards to the buyer.
ii) Interest income on financial asset is recognised using the effective interest rate method. The effective
interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the gross carrying amount of the financial asset. When calculating the effective interest rate,
the Company estimates the expected cash flows by considering all the contractual terms of the financial
instruments.
(II) Other Income
Dividends
Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable
that the economic benefits associated with the dividend will flow to the group, and the amount of the dividend
can be measured reliably.
Inventories Valuation
(i) Cost of Materials, components, stores & spares and packing material is arrived at Weighted Average
Cost and Cost of goods purchased.
(ii) Scrap is valued at net realisable value.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of
financial year which are unpaid. They are recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.
Page 101 of 187
Borrowing Cost
i. Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees
paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is
probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down
occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down,
the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which
it relates.
ii. Borrowings are classified as current financial liabilities unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material
provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the
liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if
the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to
demand payment as a consequence of the breach.
Investments
All equity instruments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for
trading are classified as at FVTPL. For all other equity instruments, the company may make an irrevocable
election to present in other comprehensive income subsequent changes in the fair value. The company makes
such election on an instrument-by-instrument basis. The classification is made on initial recognition and is
irrevocable.
Impairment of non-financial assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If
any indication exists, or when annual impairment testing for an asset is required, the Company estimates the
asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit’s
(CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual
asset. Unless the asset does not generate cash inflows that are largely independent of those from other assets or
group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no
such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated
by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication
exists, the Company estimates the asset's or CGU's recoverable amount. A previously recognised impairment
loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable
amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the
asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in the statement of profit or loss
Page 102 of 187
Employee Benefit
i. Short term employee benefits are recognised as an expense at the undiscounted amounts in the Statement of Profit
& Loss for the year in which the related service is rendered.
ii. The Company does not provide for retirement benefits. The same shall be payable on due basis.
Segment Report
i. The company identifies primary segment based on the dominant source, nature of risks and returns and the
internal organisation and management structure. The operating segment are the segments for which separate
financial information is available and for which operating profit/loss amounts are evaluated regularly by the
executive Management in deciding how to allocate resources and in assessing performance.
ii. The analysis of geographical segments is based on the areas in which major operating divisions of the Company
operate.
Leases
The Company has no leases or any contract containing lease accordingly, no disclosure has been made on the same
Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining
the Company's earnings per share is the net profit for the period. The weighted average number equity shares
outstanding during the period and all periods presented is adjusted for events, such as bonus shares, other than the
conversion of potential equity shares that have changed the number of equity shares outstanding, without a
corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit of loss for
the period attributable to equity shareholders and the weighted average number of share outstanding during the period
is adjusted for the effects of all dilutive potential equity shares.
Taxation
(i) The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on
the applicable income tax rate for the jurisdiction adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences, to unused tax losses and unabsorbed depreciation.
Current and deferred tax is recognized in the Statement of Profit and Loss except to the extent it relates to items
recognized directly in equity or other comprehensive income, in which case it is recognized in equity or other
comprehensive income.
(ii) Provision for Income tax is made on the basis of the estimated taxable income for the current accounting period in
accordance with the Income- tax Act, 1961 and Revised Income Computation and Disclosure Standards (ICDS) of the
Income-tax Act, 1961.
(iii) Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Page 103 of 187
Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax liability
arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused tax credits and
unused tax losses can be utilised, except when the deferred tax asset relating to the deductible temporary difference
arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction. Affects neither the accounting profit nor taxable profit or loss.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction
either in OCI or directly in equity.
Impairment of Assets
The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any
such indication exists, the management estimates the recoverable amount of the asset. If such recoverable amount of
the asset or the recoverable amount of the cash generating unit to which the assets belongs is less than its carrying
amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and
is recognized in the statement of profit and loss. If at the balance sheet date there is an indication that if a previously
assessed impairment loss no longer exists, the recoverable amount is reassessed, and the asset is reflected at the
recoverable amount subject to a maximum of depreciated historical cost.
Provisions and Contingent Liabilities
The Company creates a provision when there is a present obligation as a result of a past event that probably requires
an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not,
require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the
likelihood of outflow of resources is remote, no provision or disclosure is made.
Operating Cycle
Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their
realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose
of classification of its assets and liabilities as current and non current.
Financial Instruments
(I) Financial Assets
(i) Initial recognition and measurement
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss,
are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade
date accounting.
Page 104 of 187
(ii) Subsequent measurement
(a) Financial assets carried at amortised cost (AC): A financial asset is measured at amortised cost if it is held within
a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
(b) Financial assets at fair value through other comprehensive income (FVTOCI): A financial asset is measured at
FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
(c) Financial assets at fair value through profit or loss (FVTPL): A financial asset which is not classified in any of the
above categories are measured at FVTPL.
(iii) Impairment of financial assets
In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment
of financial assets other than those measured at fair value through profit and loss (FVTPL).
Expected credit losses are measured through a loss allowance at an amount equal to:
(a) The 12-months expected credit losses (expected credit losses that result from those default events on the financial
instrument that are possible within 12 months after the reporting date); or
(b) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life
of the financial instrument).
For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses to be recognised
from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on
the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in
the forward looking estimates are analysed.
For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase
in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
(II) Financial Liabilities
(i) Initial recognition and measurement
All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of
recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.
(ii) Subsequent measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short
maturity of these instruments.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified
as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the company that are not designated as hedging instruments in hedge
relationships as defined by Ind AS 109.
Page 105 of 187
Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.
Loans and borrowings
This is the category most relevant to the company. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when
the liabilities are de-recognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
Prismx Global Ventures Limited
(Formerly known as Gromo Trade & Consultancy Limited )
Notes to Financial Statement for the year ended March 31, 2021
Note 4 : - Property Plant & Equipment Particulars Property, Plant & Equipment
Computer
Equipments Total
Year Ended March 31, 2020
Gross Carrying Value
Opening Balance 28,690 28,690
Addition - -
Deduction - -
Closing Balance 28,690 28,690
Accumulated Depreciation and Amortisation -
Opening Balance 27,751 27,751
Depreciation for the year 939 939
Deduction - -
Closing Balance 28,690 28,690
Net Carrying Amount - -
Year Ended March 31, 2021
Gross Carrying Value
Page 106 of 187
Opening Balance 28,690 28,690
Addition - -
Deduction - -
Closing Balance 28,690 28,690
Accumulated Depreciation and Amortisation -
Opening Balance 28,690 28,690
Depreciation for the year - -
Deduction - -
Closing Balance 28,690 28,690
Net Carrying Amount - -
Prismx Global Ventures Limited
(Formerly known as Gromo Trade & Consultancy Limited )
Notes to Financial Statement for the year ended March 31, 2021
Note 5 : - Investments
Face
Value
No
of
Shares
As at No
of
Shares
As at
March 31,
2021
March 31,
2020
Unquoted Investments (at amortised
cost)
Preference Shares
PHL Sports India Pvt Ltd 10 3,250 52,00,000 3,250 52,00,000
Saptashrungi Alloy Pvt Ltd 10 6,78,645 3,38,25,000 6,84,000 3,42,00,000
Total Value of Preference Share (A) 3,90,25,000 3,94,00,000
Quoted (Fair value through Profit &
Loss)
Equity Instruments (fully paid)
Confidence Finance & Tranding Limited 10 37,239 1,84,333 37,239 20,109
Moryo Industries Limited 10 30,431 81,650 43,100 3,81,435
Banas Finance Limited 10 - - 9,520 10,567
Toyam Industries Limited 10 - - 1,98,000 4,89,060
Tilak Finance Limited 10 - - 1,23,903 1,48,684
Total Value of Quoted equity
Investments (B) 67,670 2,65,983 4,11,762 10,49,855
Total Investments (A+B) 3,92,90,983 4,04,49,855
Agreegate book value of quoted
Investments 1,25,07,608 2,10,62,955
Agreegate fair value of quoted Investments 2,65,983 10,49,855
Agreegate book value of unquoted
Investments 3,90,25,000 3,94,00,000
As at As at
March 31,
2021 March 31,
2020
Note 6 :- Deferred tax Assets
Deferred tax Asset
Accelerated Depreciation for tax Purpose 1,195 1,406
MAT Credit Entitlement 10,89,074 -
Other Comprehensive Income 2,29,052 1,63,265
13,19,321 1,64,671
Page 107 of 187
Deferred tax Liability - -
Net Deferred Tax Asset/ (Liability) 13,19,321 1,64,671
Note 7 :- Trade receivables
Unsecured, Considering good 1,32,61,907 1,43,57,780
Unsecured, Credit Impaired - -
1,32,61,907 1,43,57,780
Ageing analysis
Less than 90 days - 1,43,57,780
Between 90 days to 365 days - -
Beyond 365 days 1,32,61,907 -
1,32,61,907 1,43,57,780
The company uses expected credit loss allowances for trade receivables based on management
projections.
Trade receivables are generally non - interest bearing and generally are on terms of 30-90 days although the
Company provide extended credit period considering business and commercial arrangements with the customers.
No trade or other receivable are due from directors or other officers of the company either severally or jointly with
any other person. Nor any trade or other receivable are due from firms or private companies respectively in which
any director is a partner, a director or a member except otherwise stated in Schedule of Related Party Disclosures.
As at March
31, 2021 As at March
31, 2020 March 31,
2021 March 31,
2020
Note 8- Cash and Cash equivalents
Balance with Banks
- in Current account
2,04,89,598 32,65,264
Cash on Hand
1,90,171 1,75,968 2,06,79,769 34,41,232
Note 9 - Loans
(Unsecured, Considered Good, unless specified
otherwise)
Loans and advances to Related Parties
98,72,278 -
Loans and advances to Others
35,99,16,964 37,15,03,855 36,97,89,242 37,15,03,855
i) The carrying amounts of Loans and advances are considered to be the same as their fair values, as all the loans
are demand loans and Current in nature.
ii) Loans mentioned above are interest bearing as per the pre-determined contract with the lender except some of
the cases where interest has not been charged during the year as the party is not in position to pay interest.
iii) Loans are non-derivative financial assets
measured at amortised cost.
Note 10 - Other Current Financial Assets
Balance with government authorities
42,93,799 56,72,078
Other receivables
24,455 -
43,18,253 56,72,078
Page 108 of 187
i. No Trade or other receivables are due from Directors or other officers of the company either severally or jointly
with any other person. Nor any trade or other receivable are due from the firms or private companies respectively
in which any director is partner, a director or member except otherwise stated in Schedule of Related Party
Disclosures.
ii. The carrying amounts of Other Receivables are considered to be the same as their fair values, due to their short
term nature. As at As at
March 31,
2021 March 31,
2020
Note 11 - Equity Share Capital
Authorized Share Capital (3,32,50,000 equity
shares Re. 10/- par value)
At the beginning of the year
33,25,00,000 33,25,00,000
Increase/(Decrease) during the year
- -
At the end of the year
33,25,00,000 33,25,00,000
(Previous Year 3,32,50,000 equity shares Re. 10/-
par value )
Issued, Subscribed and Fully Paid Up Shares 2,83,90,000 equity shares Re.
10/- par value)
At the beginning of the year
28,39,00,000 28,39,00,000
Increase/(Decrease) during the year
- -
At the end of the year
28,39,00,000 28,39,00,000
(Previous Year 2,83,90,000 equity shares Re. 10/-
par value )
Note No 11.1: The reconciliation of the number
of shares outstanding
As at 31st March, 2021 As at 31st March, 2020 No. of
Shares Amount
No. of
Shares Amount
Number of shares at the beginning
2,83,90,0
00 28,39,00,000
2,83,90,0
00 28,39,00,000
Increase/(Decrease) during the year
- - - -
Number of shares at the end
2,83,90,0
00 28,39,00,000
2,83,90,0
00 28,39,00,000
Note 11.2: Terms/rights attached to equity
shares
(A) The company has only one class of equity shares having a par value of Re. 10 per share. Each holder of
equity shares is entitled to one vote per share.
(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders.
Page 109 of 187
Note 11.3 : The details of shareholders holding more than 5%
shares in the company :
Name of the shareholder
As at 31st March, 2021 As at 31st March,
2020
No. of
shares held
% held as
at
No. of
shares
held
% held as at
Amardeep Kadam
15,00,000 5.28% 15,00,0
00 5.28%
Anand Kamalnayan Pandit
16,00,000 5.64% 16,00,0
00 5.64%
Note 12 - Other Equity
As at As at
March 31,
2021 March 31,
2020
Retained earning (A)
At the beginning of the year
(1,31,72,166
) (2,28,96,210)
Profit for the year
1,33,73,432 97,24,044
Total retained earning
2,01,266 (1,31,72,166)
Security Premium (B)
At the beginning of the year
13,91,30,00
0 13,91,30,000
Increase/(Decrease) during the year
- -
At the end of the year
13,91,30,00
0 13,91,30,000
Other Comprehensive Income (C)
Opening Balance
(4,41,086) 44,30,215
Add/ (Less): Changes during the year (net)
(1,87,241) (48,71,301)
Closing Balance
(6,28,327) (4,41,086)
Total other Equity (A+B+C)
13,87,02,93
9 12,55,16,748
i) Retained earnings are the profits/ losses incurred by the company till date , less any transfers made to general
reserve, dividends if any distrubuted to shareholders previously.
ii) Securities premium is recorded by the premium on issue of shares.
iii) The company has elected to recognise changes in the fair value of certain investments in equity securities in
other comprehensive income. These changes are accumulated within the Equity instruments through Other
Comprehensive Income within equity.
Note 13 - Current Borrowings
As at As at
March 31,
2021 March 31,
2020
Loan from a third party
Interest bearing, Unsecured Loan
1,24,80,548 1,25,69,783 1,24,80,548 1,25,69,783
Page 110 of 187
This loan is unsecured and is repayable on demand. The Company is in talks with Lendor to square off the loan
but the Lendor has not yet given the confirmation for repayment. However, both the parties have agreed that the
loan shall not carry any interest and necessary documentation has been done to that effect.
Note 14- Trade Payables
As at As at March 31,
2021 March 31,
2020
a) Total outstanding dues of micro and small
enterprises
- -
b) Total outstanding dues of creditors other than micro and small
enterprises 1,26,84,673 1,28,17,634
1,26,84,673 1,28,17,634
Note 15 - Other Current Liabilties
As at As at
March 31,
2021 March 31,
2020
Statutory Dues Payable (TDS & Professional Tax)
5,400 33,100
Advances from customer
- 9,04,595 5,400 9,37,695
Note 16 - Liabilities for Current Tax (net)
As at As at
March 31,
2020 March 31,
2019
Provision for taxation (net of advance tax and TDS)
8,85,915 -
8,85,915
-
For the year
ended March 31,
2021
For the year
ended March 31,
2020
Note 17 : Revenue from Contract with customers
Note 17.1 - Disaggregated revenue information
Revenue from contracts with customer
Type of goods and services
Sale of Fabric 3,87,80,481 - Sale of Chemical - 14,72,23,758 Sale of Glass - 32,62,937 Sale of Gold 1,84,40,000 1,74,00,000 Sale of Sand - 2,48,37,014 Others - Interest income 2,19,82,449 3,04,12,120 Total revenue from contracts with customers 7,92,02,930 22,31,35,829
Geographical distribution of goods and services
India 7,92,02,930 22,31,35,829 Outside India - - Total revenue from contracts with customers 7,92,02,930 22,31,35,829
Page 111 of 187
Timing of revenue recognition
Goods transferred at a point of time 5,72,20,481 19,27,23,709 Interest booked over period time 2,19,82,449 3,04,12,120 Total revenue from contracts with customers 7,92,02,930 22,31,35,829 17.2 Performance Obligation
Information about company's performance obligation is listed below :-
Fabric, Sand, Glass, Commodity and Gold
The performance obligation is satisfied upon delivery of the above mentioned goods and payment is generally
due within 30 to 90 days from delivery.
The performance obligation to deliver goods within the procurement lead time has only one option The
customer has to pay as per contract price.
Interest Income
The performance obligation is satisfied over-time, accrual of interest and payment of principal and interest is
generally due as per the contracts entered between the company and customer.
17.3 Contract Balances
As at
March 31, 2021
As at
March 31, 2020
Trade receivables 1,32,61,907 1,43,57,780 Contract assets - - Contract liabilities - - Total Contract Balances 1,32,61,907 1,43,57,780
Note 18 - Other Income
For the year
ended March 31,
2021
For the year
ended March 31,
2020
Short Term Capital Gain on sale of shares and securities - 60,000 Long Term Capital Gain on sale of shares and securities 4,46,524 - Interest on income tax refund 44,198 1,36,062
4,90,722 1,96,062
Note 19 - Purchases of Stock - in - Trade
For the year
ended March 31,
2021
For the year
ended March 31,
2020
- Purchases of Fabric 3,85,95,443 - - Purchase of Chemical 14,71,19,550 - Purchase of Glass - 25,52,046 - Purchase of Gold 1,86,00,000 1,68,00,000 - Purchase of Sand - 2,34,05,791 - Direct Expenses - 6,23,120
Page 112 of 187
5,71,95,443 19,05,00,507
Note 20 - Changes in Inventories of Stock - in - Trade
For the year
ended March 31,
2021
For the year
ended March 31,
2020
Inventories at the beginning of the year
Traded Goods 1,52,390 -
Inventories at the end of the year
Traded Goods - 1,52,390 1,52,390 (1,52,390)
Note 21 - Employee benefit Expenses
For the year
ended March 31,
2021
For the year
ended March 31,
2020 Salaries, Wages and Bonus 4,63,000 7,26,793 Director Remuneration 2,06,900 7,05,000 Staff Welfare Expenses - 4,059
6,69,900 14,35,852
Note 22 - Finance Cost
For the year
ended March 31,
2021
For the year
ended March 31,
2020 Interest Expenses - 13,36,483 Bank Charges 1,180 2,340
1,180 13,38,823
Note 23 - Other Expenses
For the year
ended March 31,
2021
For the year
ended March 31,
2020 Listing Fees 3,00,000 3,50,000 Depository/Share Transfer Charges 2,34,500 2,38,000 Brokerage & Commission - - Rent Rates & Taxes - 9,35,400 Printing & Stationary - 3,938 Loading & Unloading Charges - 4,835 Sales Promotion 43,008 45,027 Communication cost - 4,735 Payment to Statutory Auditor 1,00,000 1,00,000 Legal & Professional 3,60,000 27,35,000 Bad Debts 57,38,971 1,42,07,570 Power and fuel expenses - 3,160 Transportation Charges 6,426 21,300 Office Expenses - 18,048 Forex Loss/Expenses - 17,534
Page 113 of 187
Miscellaneous expenses 4,012 164
67,86,917 1,86,84,710 Payment to auditors
As auditors:-
- Statutory audit fees 1,00,000 1,00,000 - Others - -
1,00,000 1,00,000
Note 24 - Tax expenses
For the year
ended March 31,
2021
For the year
ended March 31,
2020 Current tax (24,85,075) (17,98,000) Deferred tax (10,56,677) (1,406) Tax adjustment related to previous years 20,27,363 - Total tax expense (15,14,390) (17,99,406) Reconcilliation of tax expense and the accounting of profit/ (loss) multiplied by Indian Domestic tax rate for
March 31, 2021 and March 31, 2020 Accounting profit 1,48,87,822 1,15,23,450 Tax rate for Corporate Entity as per the Income Tax Act, 1961 26.00% 26.00% Tax expense as per the Income Tax Act, 1961 38,70,834 17,98,000 Tax charged at different rate (3,35,683) - Tax adjustment of earlier years (20,27,363) - Others 6,602 1,406 Total Tax Expense 15,14,390 17,99,406
Note 25 - Earnings per share
For the year
ended March 31,
2021
For the year
ended March 31,
2020 (A) Profit attributable to Equity Shareholders (Rs.) 1,31,86,191 48,52,743 (B) Weighted average number of shares outstanding during the
year 2,83,90,000 2,83,90,000
(C) Face Value of each Equity Share ( Rs.) 10 10 (D) Basic & Diluted earning per Share ( Rs.) 0.46 0.17
26 Commitments and Contingencies
Contingent liabilities
The company's pending litigations comprise of claims against the Company primarily by the commuters and
regulators. The company has reviewed all its pending litigations and proceedings and has adequately provided
for where provisions are required. The Company has not provided for or disclosed contingent liabilities for
matters considered as remote for pending litigations/public litigations(PIL)/ claims wherein the management
is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not
result into any liabilities. The Company does not expect the outcome of these proceedings to have a material
adverse effect on the financial statements.
Capital Commitments
Page 114 of 187
The company has invested in 6,78,645 (PY: 6,84,000) 12% Non-cumulative Preference shares of
Saptashrungi Alloy Private Limited at issue price of Rs. 70 out of which Rs. 50 has been paid balance Rs. 20
per share is payable on demand and no future obligation has been accounted in books of accounts of the
company.
27 Related party disclosure
a) Name of the related party and description of relationship.
b) Details of Transactions and Balances during the year with related parties at the year end.
Transactions Balance
S.No. Related parties Nature of
Transactions
during the year
2020-21 2019-20 2020-21 2019-20
(Rs.) (Rs.) (Rs.) (Rs.)
(i) Esaar India Limited Borrowings
Taken - 2,45,91,000
-
-
Interest
Expenses &
Paid
- 5,37,333
-
-
Borrowings
repaid - 2,45,19,000
-
-
Loan given -
Repayment
received
- 1,35,00,000
-
-
(ii) Tejas Vinod Hingu Director
Remuneration 2,06,900 7,20,000
-
-
(iii) Devendra kumar Remuneration - 1,40,000
-
-
(iv) Manu Agarwal Remuneration - 3,60,000
-
-
Dues Payable - 1,00,000
-
-
(v) Shreya Garg Remuneration 1,62,000 -
-
-
S.No. Related Parties Nature of Relationship
(i) Esaar (India) Ltd. Promoter Interest Company
(ii) Atman Infotech Pvt. Ltd Promoter Interest Company
(iii) Dheeraj Shah Promoter
(iv) Paresh Bhai Shah Relative of Promoter
(v) Tejas Vinod Hingu Managing Director
(vi) Harish Kumar Patel Independent Director
(vii) Bhikhubhai Kishanbhai Bait Non Executive Director (w.e.f. 30/12/2020)
(viii) Mehul Kumar Kadiya Independent Director
(ix) Nardaben Ratilal Patel Independent Director
(x) Pratiksha Maskariya CFO & KMP
(xi) Manu Agarwal Executive Director (till 30/09/2020)
(xii) Mrinalini Sharma Director (till 11/01/2021)
(xiii) Shreya Garg Company Secretary (w.e.f. 22/07/2020)
(xiv) Ravindra Bhaskar Deshmukh Executive Director (w.e.f. 11/02/2021)
Page 115 of 187
28 Balance of Loans under Current Financial Assets includes Rs. 35,99,16,964 (Previous Year Rs.
37,15,03,855), are Loans given to various parties which are repayable on demand on which Interest is
recognised on time proportionate method . Though there are some parties to whom interest free loans has
been given. No provision has been made in the accounts for any of the parties as the Management is hopeful
of full recoverability of the same.
29 Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity
with Ind AS19 and the amount has not been quantified because actuarial valuation report is not available.
However, in the opinion of the management the amount involved is negligible and has no material impact on
the Statement of Profit & Loss.
30 Segment Reporting
The Company is primarily engaged in a single segment business of Trading and there is significant income
from Interest on Loans. The Details are given below:
Page 116 of 187
Description Trading Finance Business
Other Incedental
Activities Total
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
Revenue
Sales 5,72,20,481 19,27,23,709 - - - - 5,72,20,481 19,27,23,709
Interest Income - - 2,19,82,449 3,04,12,120 4,90,722 1,96,062 2,24,73,171 3,06,08,182
- -
Total Revenue 5,72,20,481 19,27,23,709 2,19,82,449 3,04,12,120 4,90,722 1,96,062 7,96,93,652 22,33,31,891
Segment Results ( Before Tax and Interest) -1,27,352 23,75,592 1,62,42,298 1,48,65,728 1,61,14,946 1,72,41,320
- -
Net Segment Results (before interest and tax) -1,27,352 23,75,592 1,62,42,298 1,48,65,728 1,61,14,946 1,72,41,320
Unallocated Income / Expenditure (Net)
Unallocable Expenditure - - - - 17,17,846 (59,13,993) 17,17,846 (59,13,993)
Unallocable Income - - - - 4,90,722 1,96,062 4,90,722 1,96,062
Profit from Ordinary Activities 1,83,23,515 1,15,23,389
Other Information
Segment Assets 1,32,61,907 1,43,57,775 43,53,97,569 37,15,03,855 44,86,59,476 38,58,61,630
Unallocable assets - 4,98,80,231 - 4,98,80,231
Total Assets 1,32,61,907 1,43,57,775 43,53,97,569 37,15,03,855 - 4,98,80,231 44,86,59,476 43,57,41,861
Segment Liabilites 1,26,84,673 1,35,42,079 1,33,71,863 1,25,69,783 2,60,56,536 2,61,11,862
Unallocable liabilties - 2,13,250 - 2,13,250
Total Liabilities 1,26,84,673 1,35,42,079 1,33,71,863 1,25,69,783 - 2,13,250 2,60,56,536 2,63,25,112
Unallocable Depreciation - - - - - 939 - 939
Total Depreciation - - - - - 939 - 939
Page 117 of 187
31 Balances of Trade Receivables, Trade Payables and Loans and Advances are subject to confirmation and
consequential adjustment, if any.
32 Components of Other Comprehensive Income
The disaggregation of changes to OCI by each type of reserve in equity is shown below:
33 Financial instruments – Fair values and risk management
A. Accounting classification and fair values
The Company's principal financial assets include investments, trade receivables, cash and cash equivalents,
loans and other financial assets. The Company's principal financial liabilities comprise of borrowings, trade
payables and other financial liabilities. The following table shows the carrying amounts and fair values of
financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include
fair value information for financial assets and financial liabilities not measured at fair value if the carrying
amount is a reasonable approximation of fair value.
Fair Value Hierarchy:
The company uses the following hierarchy for determining and/or disclosing the fair value of financial
instruments by valuation techniques:
Level 1: Fair value measurement are those derived from quoted prices (unadjusted) in active markets for
identical assets and liabilities.
Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data (unobservable inputs)
As at March 31, 2021
Particulars Carrying amount Fair value
FVTP
L
FVTOCI -
designated as
such
Amortised
Cost Total Level 1
Leve
l 2
Leve
l 3 Total
Financial assets
Investments 2,65,983 3,90,25,00
0
3,92,90,9
83
2,65,98
3 - -
3,92,90,9
83
Other Comprehensive Income
For the year ended March 31, 2021 For the year ended March 31, 2020
Opening
Balance (4,41,086) 44,30,215
Add: during
the year (1,87,241) (48,71,301)
Closing
Balance (6,28,327) (4,41,086)
Amount in OCI pertains to Fair value of Quoted investment
Page 118 of 187
Loans and
Advances - -
36,97,89,2
42
36,97,89,
242 - - - -
Other Financial
Assets - - 43,18,253 43,18,253 - - - -
Trade receivables 1,32,61,90
7
1,32,61,9
07 - - - -
Cash and cash
equivalents - -
2,06,79,76
9
2,06,79,7
69 - - - -
- 2,65,983
44,70,74,1
71
44,73,40,
155
2,65,98
3 - -
3,92,90,9
83
Financial
liabilities
Trade Payables - 1,26,84,67
3
1,26,84,6
73
Unsecured Loans - 1,24,80,54
8
1,24,80,5
48
Other Financial
Liabilities - -
- -
2,51,65,22
1
2,51,65,2
21 - - - -
As at March 31, 2020
Particulars Carrying amount Fair value
FVTP
L
FVTOCI -
designated as
such
Amortised
Cost Total Level 1
Leve
l 2
Leve
l 3 Total
Financial assets
Investments 10,49,855 3,94,00,00
0
4,04,49,8
55
10,49,8
55 - -
4,04,49,8
55
Loans and
Advances - -
37,15,03,8
55
37,15,03,
855 - - - -
Other Financial
Assets - - 56,72,078 56,72,078 - - - -
Trade receivables 1,43,57,78
0
1,43,57,7
80 - - - -
Cash and cash
equivalents - - 34,41,232 34,41,232 - - - -
- 10,49,855
43,43,74,9
45
43,54,24,
800
10,49,8
55 - -
4,04,49,8
55
Financial
liabilities
Trade Payables - 1,28,17,63
4
1,28,17,6
34
Unsecured Loans - 1,25,69,78
3
1,25,69,7
83
Other Financial
Liabilties - -
- -
2,53,87,41
7
2,53,87,4
17 - - - -
Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate
the fair value because of their current nature.
Page 119 of 187
B. Measurement of fair values
Valuation techniques and significant unobservable inputs
The Fair Value of the Financial Assets & Liabilities are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Specific valuation techniques used to value financial instruments includes the use of quoted market prices or dealer
quotes for similar instruments.
C. Fair Value Estimates
Estimated fair value disclosures of financial instruments are made in accordance with the requirements of Ind AS
107 "Financial Instruments" as under.
Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between
knowledgeable willing parties in a artm's length trasaction other than in forced or liquidation sale. As no readily
available market exists for a large part of the Company's Financial instruments, judgement is necessary in arriving
at fair value, based on current economic conditions and specific risk attributable to the instrument. The estimates
presented herein are not necessarily indicative of the amount the Company could realise in a market exchange
from the sale of its full holding or a particular instrument.
Dividend/Interest-bearing investments
Fair value is calculate based on discounted expected future principles and interest cash flows. The carrying amount
on the Company's investment are valued at fair value on the basis of fair market rate with reference to the
investment with similar credit risk level and maturity period at the reporting date
There are no transfers between level 1 and level 2 during the year
D. Financial Risk Management
D.i. Risk management framework
A wide range of risks may affect the Company’s business and operational or financial performance. The risks that
could have significant influence on the Company are market risk, credit risk and liquidity risk. The Company’s
Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by
management to minimise potential adverse effects of such risks on the company’s operational and financial
performance.
D.ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Company’s trade and other receivables, cash
and cash equivalents and other bank balances. To manage this, the Company periodically assesses financial
reliability of customers, taking into account the financial condition, current economic trends and analysis of
historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the
financial instruments covered below is restricted to their respective carrying amount.
(a) Trade and other receivables from customers
Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits
and monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course
of business.
Page 120 of 187
The Company considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in the credit risk on an on-going basis through each reporting period. To assess whether there
is a significant increase in credit risk the Company compares the risk of default occurring on assets as at the
reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive
forwarding-looking information such as:
i) Actual or expected significant adverse changes in business
ii) Actual or expected significant changes in the operating results of the counter party
iii) Financial or economic conditions that are expected to cause a significant change to the counterparties ability
to meet its obligation
iv) Significant changes in the value of the collateral supporting the obligation or in the quality of third party
guarantees or credit enhancements
Financial assets are written off when there is a no reasonable expectations of recovery, such as a debtor failing to
engage in a repayment plan with the Company. When loans or receivables have been written off, the Company
continues to engage in enforcement activity to attempt to recover the receivable due, When recoverable are made,
these are recognised as income in the statement of profit and loss.
The Company measures the expected credit loss of trade receivables and loan from individual customers based on
historical trend, industry practices and the business environment in which the entity operates. Loss rates are based
on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not
material hence no additional provision considered.
Financial Assets are considered to be of good quality and there is no significant increase in credit risk, other than
disclosed.
(b) Cash and cash equivalents and Other Bank Balances
The Company held cash and cash equivalents and other bank balances as stated in Note No. 08. The cash and
cash equivalents are held with bank with good credit ratings and financial institution counterparties with good
market standing.
D.iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset.
Liquidity risk is managed by Company through effective fund management of the Company’s short, medium and
long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and other borrowing facilities, by continuously monitoring forecast and actual
cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts
are gross and undiscounted.
(Amount in Rs)
<1 years 1 to 5 years > 5 years Total
As at March 31,2021
Borrowings 1,24,80,548 - - 1,24,80,548
Other financial liabilities - - - -
Trade payable 1,26,84,673 - - 1,26,84,673
Page 121 of 187
2,51,65,221 - - 2,51,65,221
As at March 31,2020
Borrowings 1,25,69,783 - - 1,25,69,783
Other financial liabilities - - - -
Trade payable 1,28,17,634 - - 1,28,17,634 2,53,87,417 - - 2,53,87,417
D.iv. Market risk
Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price
risk.
D.iv.a Currency risk
The Company is not exposed to any currency risk on account of its operating and financing activities. The functional
currency of the Company is Indian Rupee. Our exposure are mainly denominated in INR's Only. The Company’s
business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal
business operations. This intent has been achieved in all years presented. The Company has put in place a Financial
Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.
D.iv.b Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company is exposed to interest rate risk through the impact of rate changes on
interest-bearing liabilities and assets. The Company has fixed rate contract with parites pertaining to loans which are
repayable on demand
For the purpose of the Company's capital management, capital includes issued equity share capital and all other
equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital
management is to maximise the shareholder value.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns
to shareholders. The capital structure of the Company is based on management’s judgement of its strategic and day-
to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The Company
monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt is calculated as borrowing
less cash and cash equivalent and other bank balances and mutual funds’ investments.
As at
March 31, 2021
As at
March 31, 2020
Borrowings 1,24,80,548 1,25,69,783
Less: Cash and cash equivalents (2,06,79,769) (34,41,232)
Net debt (81,99,221) 91,28,551
Equity 28,39,00,000 28,39,00,000
Other Equity 13,87,02,939 12,55,16,749
Total Equity 42,26,02,939 40,94,16,749
Capital and net debt 41,44,03,718 41,85,45,300
Gearing ratio (%) (1.98) 2.18
Page 122 of 187
No changes were made in the objectives, policies or processes for managing capital during the year ended March
31, 2021 and March 31, 2020
Subsequent Events after balance sheet date
No subsequent event has been observed which may required an adjustment to the balance sheet.
Note on Covid-19 Outbreak
The Outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and
slowdown of economic activity. The Company believes the current level of operations are temporary in nature and
based on the various initiatives announced by the respective Central and state governments, and therefore this may
not result in any significant financial impact on the Company. Considering the uncertainities involved in estimating
the impact of of this pandemic, the future impact of this pandemic may be different from those estimated as on the
date of approval of these financial statements and this will continue to be monitored in future period.
Details of dues to micro and small enterprises as per MSMED Act, 2006
There are no Micro and Small Enterprises as defined in the Micro and Small Enterprises Development Act, 2006
to whom the Company owes dues on account of principal amount together with interest and accordingly no
additional disclosures have been made. The above information regarding Micro and Small Enterprises has been
determined to the extent such parties has been identified on the basis of information available with the Company.
The accompanying summary of Significant accounting policies and other explanatory information are an
integral part of the financial statements.
As per our report of even date attached.
FOR Dassani & Associates For Prismx Global Ventures Limited
Chartered Accountants
Firm Registration Number: 009096C
Tejas Vinod Rai
Hingu
HARISHKUMAR K PATEL
Managing Director DIRECTOR
Churchill Jain DIN: 06936684 DIN: 07935626
Partner
Membership No. 409458
PLACE : MUMBAI Shreya Garg Pratiksha Mashkariya
DATE : June 26, 2021 COMPANY
SECRETARY
CHIEF
FINANCIALOFFICER
Page 123 of 187
ACCOUNTING RATIOS
The following tables present certain accounting and other ratios derived from the Unaudited standalone and
consolidated Financial Information for the Half year ended September 30, 2021 and Audited Financial Years ending
March 31, 2021, March 31, 2020, and March 31, 2019. For further details please refer to the section titled ‘Financial
Statements’ beginning on page 70 of this Draft Letter of Offer.
ACCOUNTING RATIOS
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Audited Financial Statements for the
Financial Year ending
Consolidated Standalone
March 31,
2021
March 31,
2020
March 31,
2019
Basic earnings per Equity
Share (₹)
0.310 0.310 0.46 0.17
0.31
Diluted earnings per Equity
Share (₹)
0.310 0.310 0.46 0.17
0.31
Return on Net Worth (%) 2.03 2.04 3.16 2.37 0.91
Net Asset Value per Equity
Share (₹)
15.19 15.21 14.89 14.42 14.25
EBITDA (₹) 87,89,061 88,04,010 1,48,89,002 1,28,63,212 76,98,115
The formula used in the computation of the above ratios are as follows:
Particular Computation of Formulas
Basic earnings per Equity Share (₹)
(Net Profit after Tax as per Statement of Profit and Loss attributable to
Equity Shareholders after exceptional item, as applicable) / (Weighted
Average number of Equity Shares);
Diluted earnings per Equity Share (₹)
(Net Profit after Tax as per Statement of Profit and Loss attributable to
Equity Shareholders after exceptional item, as applicable) / (Weighted
Average number of Equity Shares (including convertible securities));
Return on Net Worth (%)
(Profit for the Year as per Statement of Profit and Loss attributable to
Equity Shareholders (prior to other comprehensive income))/ (Net worth
at the end of the year);
Net Asset Value per Equity Share (₹) (Net Worth)/ (Number of Equity Shares outstanding for the year);
EBITDA (₹) Profit for the year before finance costs, tax, depreciation, amortization
and exceptional items as presented in the statement of profit and loss
Reconciliation of Return on Net Worth (%)
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Audited Financial Statements for
the Financial Year ending
Consolidated Standalone
March 31,
2021
March 31,
2020
March 31,
2019
Profit for the Year as per
Statement of Profit and Loss
attributable to Equity
Shareholders (₹) (A)
87,89,061
88,04,010
1,33,73,432
97,24,044
37,17,981
Net worth at the end of the
year (₹) (B)
43,28,08,933 43,18,23,883 42,26,02,939 40,94,16,749 40,45,64,005
Return on Net Worth (%)
[(A)/(B)]
2.03 2.04 3.16 2.37
0.91
Page 124 of 187
Reconciliation of Net asset value Equity Share
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Audited Financial Statements for
the Financial Year ending
Consolidated
Standalone March 31,
2021
March 31,
2020
March 31,
2019
Net Worth (₹) (A) 43,28,08,933 43,18,23,883 42,26,02,939 40,94,16,749 40,45,64,005
Number of issued,
subscribed and fully paid-up
Equity Shares outstanding
as at the year ended
(Numbers) (B)
2,84,88,505
2,83,90,000
2,83,90,000 2,83,90,000
2,83,90,000
Net Asset Value per
Equity Share (₹) [(A)/(B)]
15.19 15.21 14.89 14.42 14.25
Reconciliation of Net Worth
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Audited Financial Statements for
the Financial Year ending
Consolidated
Standalone March 31,
2021
March 31,
2020
March 31,
2019
Equity Share capital (₹) (A) 28,48,85,050 28,39,00,000 28,39,00,000 28,39,00,000 28,39,00,000
Reserves and Surplus (₹)
(B)
14,79,23,883 14,79,24,000 13,87,02,939 12,55,16,749 12,06,64,005
Net Worth (₹) [(A)/(B)] 43,28,08,933 43,18,24,000 42,26,02,939 40,94,16,749 40,45,64,005
Reconciliation of EBITDA
Particulars
Unaudited Financial
Statements for Half year
ended September 30, 2021
Based on Audited Financial Statements
for the Financial Year ending
Consolidated
Standalone March 31,
2021
March 31,
2020
March
31, 2019
Net Profit/ (loss) after tax (₹) (A) 87,89,061 88,04,010 1,33,73,432 97,24,044 37,17,981
Income tax expenses (₹) (B) - - 15,14,390 17,99,406 30,34,688
Finance Cost (₹) (C) - - 1,180 13,38,823 9,35,753
Depreciation and amortisation
expense (₹) (D)
- - - 939
9,693
EBITDA (₹) (A+B+C+D) 87,89,061 88,04,010 1,48,89,002 1,28,63,212 76,98,115
Page 125 of 187
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY
Our Company’s Equity Shares are listed on BSE Limited; and the Right Shares issued pursuant to this Issue will be
listed on BSE Limited, the Designated Stock Exchange. For further details, please refer to the section titled ‘Terms of
the Issue’ on page 145 of this Draft Letter of Offer.
Our Company shall receive an in-principle approval for listing of the Right Shares on the BSE Limited to be issued
pursuant to this Issue from BSE Limited by letter dated [●]. Our Company shall also make applications to BSE Limited
to obtain trading approval for the Rights Entitlements as required under the SEBI Rights Issue Circulars.
For the purpose of this section, unless otherwise specified:
1. Year is a Financial Year;
2. Average price is the average of the daily closing prices of the Equity Shares for the year, or the month, as the case
may be;
3. High price is the maximum of the daily high prices and low price is the minimum of the daily low prices of the Equity
Shares, as the case may be, for the year, or the month, as the case may be; and
4. In case of two days with the same high / low / closing price, the date with higher volume has been considered.
STOCK MARKET DATA OF THE EQUITY SHARES
The high, low and average prices recorded on the BSE Limited, during the preceding 3 (Three) Financial Years and
the number of the Equity Shares traded on the days of the high and low prices were recorded are as stated below:
Financial
Year
Date of
High
High
(₹)
Volume
on date
of High
(Number
of
Equity
Shares)
Date of Low Low
(₹)
Volume
on date
of low
(Number
of
Equity
Shares)
Average
price for
the
year
(₹)
2020-2021 March 31, 2021 56.5 1755 June 25, 2020 5.26 111024 18.15
2019-2020 May 23, 2019 489.5 9013 March 31, 2020 18.6 12 246.71
2018-2019 November 22,
2018 485.5 1011 March 20, 2019 429.4 2235 458.46
Source: www.bseindia.com
Page 126 of 187
The high, low and average prices recorded on the BSE Limited, during the last 6 (Six) months and the number of the
Equity Shares traded on the days of the high and low prices were recorded are as stated below:
Month Date of
High
High
(₹)
Volume
(Number
of
Equity
Shares)
Date of
Low
Low
(₹)
Volume
(Number
of
Equity
Shares)
Total
number
of days
of
trading
Average
volume
of Equity
Shares
traded
May May 04,
2021 80.3 13890
May 20,
2021 65.35 37900 20 1424.75
June June 28,
2021 72 466
June 08,
2021 61.4 6521 21 1418.2
July July 16,
2021 99.5 20108
July 01,
2021 60.65 232 21 1762.6
August August
20, 2021 108.2 142630
August
06, 2021 78.85 16619 21 2004.3
September September
24, 2021 152.8 683774
September
03, 2021 95 22973 21 2446.6
November October
12, 2021 125.45 155900
October
29, 2021 9.05 238092 20 1538
The high, low and average volume of shares traded on the BSE Limited, during the last 4 (Four) weeks:
Week ended on High Price
(₹) Date of High
Low Price
(₹) Date of Low
Average
volume of
Equity Shares
traded
December 02,
2021
9.6 December 01, 2021 8.31 November 29,
2021
27.47
November 26,
2021
8.49 November 24,
2021
7.48 November 23,
2021
40.45
November 19,
2021
8.75 November 18,
2021
7.7 November 16,
2021
33.09
November 12,
2021
9.21 November 08,
2021
8.17 November 10,
2021
42.87
Source: www.bseindia.com
The Issue Price of ₹[●]/- per Equity Share has been arrived at by our Company in consultation with the Lead Manager.
Page 127 of 187
SECTION VIII – LEGAL AND OTHER INFORMATION
KEY INDUSTRY REGULATIONS AND POLICIES
The following description is a summary of the relevant regulations and policies as prescribed by the Government of
India and other regulatory bodies that are applicable to our business. The information detailed in this chapter has
been obtained from various legislations, including rules and regulations promulgated by the regulatory bodies that
are available in the public domain. The regulations and policies set out below may not be exhaustive and are only
intended to provide general information to the investors and are neither designed nor intended to be a substitute for
professional legal advice. The Company may be required to obtain licenses and approvals depending upon the
prevailing laws and regulations as applicable. For details of such approvals, please see the section titled ‘Government
and Other Approvals’ beginning on page no 136 of this Draft Letter of Offer.
The business of our Company requires, at various stages, the sanction of the concerned authorities under the relevant
Central, State legislation and local bye-laws. The following is an overview of the important laws, regulations and
policies which are relevant to our business in India. Certain information detailed in this chapter has been obtained
from publications available in the public domain. The description of law, regulations and policies set out below are
not exhaustive, and are only intended to provide general information to bidders and is neither designed nor intended
to be a substitute for professional legal advice.
In addition to what has been specified in this Draft Letter of Offer, taxation statutes such as the Income Tax Act, 1961
and Central Goods and Services Tax Act, 2017, various labor laws and other miscellaneous laws apply to us as they
do to any other Indian company. The statements below are based on the current provisions of Indian law, and the
judicial and administrative interpretations thereof, which are subject to change or modification by legislative,
regulatory, administrative or judicial decisions. For details of government approvals obtained by us, please refer to
the section titled ‘Government and Other Approvals’ beginning on page 136 of this Draft Letter of Offer.
Depending upon the nature of the activities undertaken by our Company the following are the various regulations are
applicable to our company.
APPROVALS
For the purpose of the business undertaken by our Company, our Company is required to comply with various laws,
statutes, rules, regulations, executive orders, etc. that may be applicable from time to time. The details of such
approvals have more particularly been described for your reference in the section titled ‘Government and Other
Approvals’ beginning on page 136 of this Draft Letter of Offer.
EMPLOYMENT AND LABOUR LAWS
The Code on Wages, 2019
The Code on Wages, 2019 (The “Code”) seeks to amend, consolidate and regulate the laws relating to wage and bonus
payments in all employments and matters connected therewith or incidental thereto and aims at providing equal
remuneration to employees performing work of a similar nature in every industry, trade, business or manufacture. The
Code received the assent of the Lok Sabha on July 30, 2019 and of the Rajya Sabha on August 2, 2019. Subsequently,
the Code received presidential assent on 8th August 2019, and was notified by the Ministry of Law and Justice,
Government of India on the same date. The Code subsumes and repeals the provisions of four statutes -- the Payment
of Wages Act, 1936 which ensures that payment of wages to employees are disbursed on time and no undue deductions
are made, the Minimum Wages Act, 1948 which enables fixing of minimum rates of wages in certain employments,
the Payment of Bonus Act, 1965 which provides for payment of bonus to persons employed in certain establishments
on the basis of profit or productivity, and the Equal Remuneration Act, 1976 which aims to mandate equal
remuneration to prevent gender discrimination in employment matters. Further, the Ministry of Labour and
Employment has also notified the Draft Code on Wages (Central) Rules, 2020 under the Code. The Code on Wages
Page 128 of 187
shall come into force on such date as may be prescribed by the Central Government by way of a notification of the
Official Gazette. The Code in its entirety is yet to be notified ; however, certain provisions pertaining to the
composition and duties of the Central Advisory Board as encompassed in Section 42, Section 130 67 and Section 69
of the Code have been brought into force by the Ministry of Labour and Employment vide Notification dated
December 18, 2020.
Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 (hereinafter referred to as the ‘EPF Act’)
and the Employees Provident Fund Scheme, 1952.
The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government
from time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident
Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute
to the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining
allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to
the fund. The Central Government under Section 5 of the EPF Act frames Employees Provident Scheme, 1952.
Note: Currently Company does not have more then 20 employees.
Employees Deposit Linked Insurance Scheme, 1976
The scheme shall be administered by the Central Board constituted under Section 5A of the EPF Act. The provisions
relating to recovery of damages for default in payment of contribution with the percentage of damages are laid down
under Section 8A of the act. The employer falling under the scheme shall send to the Commissioner within fifteen
days of the close of each month a return in the prescribed form. The register and other records shall be produced by
every employer to Commissioner or other officer so authorized shall be produced for inspection from time to time.
The amount received as the employer’s contribution and also Central Government’s contribution to the insurance fund
shall be credited to an account called as “Deposit-Linked Insurance Fund Account.”
The Employees Pension Scheme, 1995
Family pension in relation to this act means the regular monthly amount payable to a person belonging to the family
of the member of the Family Pension Fund in the event of his death during the period of reckonable service. The
scheme shall apply to all the employees who become a member of the EPF or PF of the factories provided that the age
of the employee should not be more than 59 years in order to be eligible for membership under this act. Every employee
who is member of EPF or PF has an option of the joining scheme. The employer shall prepare a Family Pension Fund
contribution card in respect of the entire employee who is member of the fund.
Employee’s Compensation Act, 1923
It is common knowledge that many of the tasks for which labourers or workmen are employed involve great physical
hardships, risks of loss or injury to the employees which may even result in death. This Act assures that the employee
or his dependents are to be compensated for injury or death caused to him during his employment. The Employee's
Compensation (Amendment) Act, 2017 (hereinafter referred to as "the amendment") received the President's assent
in 12th April 2017.
Payment of Gratuity Act, 1972
Under the Payment of Gratuity Act, 1972, an employee in a factory or any other establishment in which 20 or more
than 20 persons are employed on any day during an accounting year who is in continuous service for a period of five
years notwithstanding that his service has been interrupted during that period by sickness, accident, leave, absence
without leave, lay-off, strike, lock-out or cessation of work not due to the fault of the employee is eligible for gratuity
upon his retirement, superannuation, death or disablement.
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Maternity Benefit Act, 1961
The Maternity Benefit Act, 1961 provides for leave and right to payment of maternity benefits to women employees
in case of confinement or miscarriage etc. The act is applicable to every establishment which is a factory, mine or
plantation including any such establishment belonging to government and to every establishment of equestrian,
acrobatic and other performances, to every shop or establishment within the meaning of any law for the time being in
force in relation to shops and establishments in a state, in which ten or more persons are employed, or were employed,
on any day of the preceding twelve months; provided that the state government may, with the approval of the Central
Government, after giving at least two months’ notice shall apply any of the provisions of this act to establishments or
class of establishments, industrial, commercial, agricultural or otherwise.
Child Labour Prohibition and Regulation Act, 1986
The Child Labour Prohibition and Regulation Act 1986 prohibits employment of children below 14 years of age in
certain occupations and processes and provides for regulation of employment of children in all other occupations and
processes. Employment of Child Labour in our industry is prohibited as per Part B (Processes) of the Schedule.
The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and redressal
of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace
are both defined in the act. Every employer should also constitute an “Internal Complaints Committee” and every
officer and member of the Company shall hold office for a period of not exceeding three years from the date of
nomination. Any aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual
harassment of female at workplace. Every employer has a duty to provide a safe working environment at workplace
which shall include safety from the persons coming into contact at the workplace, organizing awareness programs and
workshops, display of rules relating to the sexual harassment at any conspicuous part of the workplace, provide
necessary facilities to the internal or local committee for dealing with the complaint, such other procedural
requirements to assess the complaints.
TAX RELATED LEGISLATIONS
Goods and Service Tax (hereinafter referred to as the ‘GST’)
Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. It was introduced as The Constitution (One Hundred and First Amendment) Act, 2017 and is governed
by the GST Council. GST provides for imposition of tax on the supply of goods or services and will be levied by
Centre on intra-state supply of goods or services and by the States including Union territories with legislature/ Union
Territories without legislature respectively. A destination-based consumption tax GST would be a dual GST with the
center and states simultaneously levying tax with a common base. The GST law is enforced by various acts viz. Central
Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods and
Services Tax Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax
(Compensation to States) Act, 2017 and various rules made thereunder. It replaces following indirect taxes and duties
at the central and state levels:
Central Excise Duty, Duties of Excise (Medicinal and Toilet Preparations), additional duties on excise– goods of
special importance, textiles and textile products, commonly known as CVD – special additional duty of customs,
service tax, central and state surcharges and cesses relating to supply of goods and services, state VAT, Central Sales
Tax, Luxury Tax, Entry Tax (all forms), Entertainment and Amusement Tax (except when levied by local bodies),
taxes on advertisements, purchase tax, taxes on lotteries, betting and gambling.
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INTELLECTUAL PROPERTY LEGISLATIONS
Indian Patents Act, 1970
A patent is an intellectual property right relating to inventions and is the grant of exclusive right, for limited period,
provided by the Government to the patentee, in exchange of full disclosure of his invention, for excluding others from
making, using, selling, importing the patented product or process producing that product. The term invention means
a new product or process involving an inventive step capable of industrial application.
The Copyright Act, 1957
Copyright is a right given by the law to creators of literary, dramatic, musical and artistic works and producers of
cinematograph films and sound recordings. In fact, it is a bundle of rights including, interalia, and rights of
reproduction, communication to the public, adaptation and translation of the work. There could be slight variations in
the composition of the rights depending on the work.
Trade Marks Act, 1999 (hereinafter referred to as the ‘TM Act’)
The Trade Marks Act, 1999 provides for the application and registration of trademarks in India for granting exclusive
rights to marks such as a brand, label and heading and obtaining relief in case of infringement for commercial purposes
as a trade description. The TM Act prohibits any registration of deceptively similar trademarks or chemical compounds
among others. It also provides for penalties for infringement, falsifying and falsely applying for trademarks.
ENVIRONMENTAL REGULATIONS
The Environment Protection Act, 1986
The purpose of the Environment Protection Act (“Environment Protection Act”) is to act as an "umbrella" legislation
designed to provide a frame work for Central government co-ordination of the activities of various central and state
authorities established under previous laws. The Environment Protection Act authorizes the central government to
protect and improve environmental quality, control and reduce pollution from all sources, and prohibit or restrict the
setting and /or operation of any industrial facility on environmental grounds. The Act prohibits persons carrying on
business, operation or process from discharging or emitting any environmental pollutant in excess of such standards
as may be prescribed. Where the discharge of any environmental pollutant in excess of the prescribed standards occurs
or is apprehended to occur due to any accident or other unforeseen act, the person responsible for such discharge and
the person in charge of the place at which such discharge occurs or is apprehended to occur is bound to (a) prevent or
mitigate the environmental pollution caused as a result of such discharge and should intimate the fact of such
occurrence or apprehension of such occurrence; and (b) be bound, if called upon, to render all assistance, to such
authorities or agencies as may be prescribed.
The Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act imposes liability on the owner or controller of hazardous substances for any damage arising
out of an accident involving such hazardous substances. The occupier is liable for damages caused to the environment
resulting from the improper handling and disposal of hazardous waste.
FOREIGN INVESTMENT LAWS
Foreign investment in India is governed by the provisions of FEMA along with the rules, regulations and notifications
made by RBI thereunder, and the Consolidated FDI Policy (hereinafter referred to as the ‘Consolidated FDI Policy’)
issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of
India (hereinafter referred to as the ‘DIPP’) from time to time. Under the current FDI Policy (effective August 28,
2017) 100% foreign direct investment is permitted in IT/ITES sector, under the automatic route.
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In terms of applicable regulations notified under FEMA and the SEBI (Foreign Portfolio Investors) Regulations, 2014
((hereinafter referred to as the ‘SEBI (FPI) Regulations’), investments by Foreign Portfolio Investors (“FPIs”) in the
capital of an Indian Company under the SEBI (FPI) Regulations are subject to certain limits individual holding limits
of 10% of the capital of the Company per FPI and the aggregate holding limit of 24% of the capital of the company.
However, the aggregate limit for FPI investment in a Company can be increased up to the applicable sectoral cap by
passing a resolution of the company’s board of directors, followed by a special resolution by the shareholders and
prior intimation to the RBI.
OTHER LAWS
Shops and establishments laws in various states
Under the provisions of local Shops and Establishments laws applicable in various states, establishments are required
to be registered. Such laws regulate the working and employment conditions of the workers employed in shops and
establishments including commercial establishments and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and
obligations of the employers and employees.
Municipality Laws
Pursuant to the Seventy Fourth Amendment Act, 1992, the respective State Legislatures in India have the power to
endow the Municipalities (as defined under Article 243Q of the Constitution of India) with the power to implement
schemes and perform functions in relation to matters listed in the Twelfth Schedule to the Constitution of India which
includes regulation of public health. The respective States of India have enacted laws empowering the Municipalities
to regulate public health including the issuance of a health trade license for operating eating outlets and implementation
of regulations relating to such license along with prescribing penalties for non-compliance.
Police Laws
The State Legislatures in India are empowered to enact laws in relation to public order and police under Entries 1 and
2 of the State List (List II) to the Constitution of India. Pursuant to the same the respective States of India have enacted
laws regulating the same including registering eating houses and obtaining a ‘no objection certificate’ for operating
such eating houses with the police station located in that particular area, along with prescribing penalties for non-
compliance.
The Indian Contract Act, 1872
The Contract Act is the legislation which lays down the general principles relating to formation, performance and
enforceability of contracts. The rights and duties of parties and the specific terms of agreement are decided by the
contracting parties themselves, under the general principles set forth in the Contract Act. The Contract Act also
provides for circumstances under which contracts will be considered as ‘void’ or ‘voidable’. The Contract Act contains
provisions governing certain special contracts, including indemnity, guarantee, bailment, pledge, and agency.
Transfer of Property Act, 1882
The transfer of property is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act establishes the
general principles relating to the transfer of property including among other things identifying the categories of
property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions
and conditions imposed on the transfer and the creation of contingent and vested interest in the property.
Registration Act, 1908
The Registration Act, 1908 (hereinafter referred to as ‘Registration Act’) has been enacted with the object of
providing public notice of execution of documents affecting a transfer of interest in property. Section 17 of the
Registration Act identifies documents for which registration is compulsory and includes among other things, any non-
testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present
Page 132 of 187
or in future, any right, title or interest, whether vested or contingent, in immovable property of the value of one hundred
rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. Section
18 of the Registration Act provides for non-compulsory registration of documents as enumerated in the provision.
GENERAL LAWS
Apart from the above list of laws – which is inclusive in nature and not exhaustive - general laws like the Indian
Contract Act 1872, Specific Relief Act 1963, Negotiable Instrument Act 1881 and Consumer Protection Act 1986 are
also applicable to the company.
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OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS
Except as disclosed below, there are no outstanding litigations involving our Company and our Subsidiaries/associates
whose financial statements are included in the draft letter of offer, either separately or in a consolidated form including,
suits, criminal or civil proceedings and taxation related proceedings that would have a material adverse effect on our
operations, financial position or future revenues. In this regard, please note the following:
• In determining whether any outstanding litigation against our Company, other than litigation involving issues of moral
turpitude, criminal liability, material violations of statutory regulations or proceedings relating to economic offences
against our Company, would have a material adverse effect on our operations or financial position or impact our future
revenues, we have considered all pending litigations involving our Company, other than criminal proceedings,
statutory or regulatory actions, as ‘material’;
• For the purpose of determining materiality, the threshold shall be determined by the issuer as per requirements under
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended,
Unless stated to the contrary, the information provided below is as of the date of this Draft Letter of Offer.
CONTINGENT LIABILITIES OF OUR COMPANY
As per the Financial Statements for the Financial Year ending March 31, 2021, there are no contingent liabilities.
LITIGATION INVOLVING OUR COMPANY
1) Litigation Involving Actions by Statutory/Regulatory Authorities
A. An Order dated February 25, 2020, has been made by the ROC Mumbai against the Company under the
Section 12(1) r/w Section 12(4) of the Companies Act, 2013 imposing a penalty of Rs.1,00,000. As per the
Order a notice issued by IEPF authority was returned back undelivered thereby violating the provisions of
Section 12(3) (a) punishable under the provisions of Section 12(8) of the Companies Act, 2013
The Company is currently in the process of filing appeal at the National Company Law Tribunal, Mumbai.
B. An Order dated May 17, 2021, has been sent to the Company by the SEBI under alleged violation of
provisions of Section 23E of Securities Contracts (Regulation) Act, 1956 imposing a penalty of Rs. 5,00,000.
As per the order during the investigation conducted by the SEBI for the period from January 15, 2014 to
December 26, 2014 it was observed that the price of the scrip rose from Rs. 10.20 to Rs. 489 i.e. an increase
by approximately 48 times in 150 trading days. The sharp rise in the price of the scrip of GTCL during the
said period was not supported by fundamentals of GTCL and its financials or any other factor. Investigations
were carried out by SEBI in the scrip of KFCL for the period January 15, 2014 to February 20, 2015 to
ascertain the violations, if any of the provisions of SEBI Act, 1992 and SEBI (Prohibition of Fraudulent and
Unfair Trade Practices Relating to Securities Market) Regulations, 2003. Based on the investigation it was
observed that the Company and its non-independent directors were part of manipulative scheme and were in
connivance with a group of entities had indulged in price manipulation of the scrip and thereby created false
and misleading appearance of trading.
The payment of Rs. 5,00,000 has been made by the Company and currently, appeal has been filed against the
order before the Securities Appellate Tribunal Mumbai.
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2) Litigation involving Tax Liabilities
(i) Direct Tax Liabilities
As on date of this Draft Letter of Offer, there are no direct tax liabilities against our Company.
(ii) Indirect Taxes Liabilities
As on date of this Draft Letter of Offer, there are no indirect tax liabilities against our Company.
3) Proceedings involving issues of moral turpitude or criminal liability on the part of our Company
As on date of this Draft Letter of Offer, there are no issues of moral turpitude or criminal liability on the part of our
Company.
4) Proceedings involving Material Violations of Statutory Regulations by our Company
As on date of this Draft Letter of Offer, there are proceedings involving Material Violations of Statutory Regulations
by our Company.
5) Matters involving economic offences where proceedings have been initiated against our Company
As on date of this Draft Letter of Offer, there are no matters involving economic offences where proceedings have
been initiated against our Company;
6) Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold or
are otherwise material in terms of the Materiality Policy, and other pending matters which, if they result in an
adverse outcome would materially and adversely affect the operations or the financial position of our Company
Prismx Global Ventures Limited Vs. C’Square Basalt Mining Private Limited
A complaint no. 806895/2020 dated September 04, 2020 has been filed by our Company against C’Square at the
Metropolitan Magistrate Court of Andheri under Section 138 r/w Section 142 of the Negotiable Instruments Act, 1881.
As per the complaint, Company had entered into an sole selling agreement with C’Square appointing the Company
for selling products of C’Square in domestic as well as foreign market. The Company as per the agreement had paid
a refundable deposit of Rs. Rs.2,50,00,000/- for which three receipts were issued. C’Square issued Cheque No.607170
for Rs.2,50,00,000 drawn on State Bank of India. The term of agreement ended on March 31, 2020, and due to some
lapses on part of C’Square and contentions made by C’Square against the Company the agreement was not renewed
by the parties. The Company presented the cheque at its bank for encashment, but the same was returned dishonored
stating the reason that the payment has been stopped by C’Square.
So, a total amount to the tune of Rs. 2,51,65,300 has been demanded by the Company from C’Square for the offence
committed.
Further, the Company has added under section 406, 410R/W section 120B of the Indian Penal Code, 1860 that the
products were to be supplied by C’Square to the Company at a predetermined price as set out in the sole selling
agreement. C’Square promised Rs. 10,00,000 every month till expiry of the agreement. But C’Square directly sold the
product to third parties without informing the Company. The company had sent notices to the third parties to claim
money for the products sold but did not receive reply from any purchaser. Thus, the Company has filed the complaint
under relevant sections of IPC for fraud and conspiracy against the Company.
C’Square has also filed a criminal revision complaint No. 47/2021/ C.C. No. 1771/SS/2020 against the Company
squashing the claims made by the Company in its Complaint.
The matter is currently on going.
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LITIGATION INVOLVING OUR DIRECTORS, PROMOTERS AND PROMOTER GROUP
Litigation Involving Actions by Statutory/Regulatory Authorities
As on date of this Draft Letter of Offer, there are no subsisting litigations involving actions by statutory/ regulatory
authorities filed by or against our directors, promoters, and promoter group;
LITIGATION INVOLVING OUR SUBSIDIARY
Litigation involving our Subsidiary
As on date of this Draft Letter of Offer, there are no subsisting litigations filed by or against our Subsidiary;
DISCLOSURES PERTAINING TO WILFUL DEFAULTERS
Neither our Company, nor our Promoter or any of our Directors are or have been categorized as a willful defaulter by
any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued
by the RBI.
DETAILS OF MATERIAL DEVELOPMENTS AFTER THE DATE OF LAST BALANCE SHEET FOR THE
FINANCIAL YEAR ENDING MARCH 31, 2021
Except as mentioned in this Draft Letter of Offer, no material circumstances have arisen since the date of last financial
statement until the date of filing the Draft Letter of Offer, which materially and adversely affect or are likely to affect
the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve
months to our knowledge.
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GOVERNMENT AND OTHER APPROVALS
Our Company has received the necessary licenses, permissions and approvals from the Central and State Governments
and other government agencies/regulatory authorities/certification bodies required to undertake the Issue or continue
our business activities. In view of the approvals listed below, we can undertake this Issue and our current business
activities and no further major approvals from any governmental/regulatory authority or any other entity are required
to be undertaken, in respect of the Issue or to continue our business activities. It must, however, be distinctly
understood that in granting the above approvals, the Government of India and other authorities do not take any
responsibility for the financial soundness of our Company or for the correctness of any of the statements or any
commitments made or opinions expressed in this behalf.
The main objects clause of the Memorandum of Association of our Company and the objects incidental, enable our
Company to carry out its activities.
APPROVALS FOR THE ISSUE
The following approvals have been obtained or will be obtained in connection with the Issue:
a. The Board of Directors have, pursuant to Section 62(1)(a) of the Companies Act, 2013, by a resolution passed at its
meeting held on November 27, 2021, authorized the Issue;
b. In-principle approval dated [●] from the BSE Limited to use the name of BSE Limited for listing of the Equity Shares
issued by our Company pursuant to the Issue;
c. The ISIN of the Company is INE286N01028;
OFFICES
Registered Office: 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai Mh 400057
APPROVALS PERTAINING TO INCORPORATION OF OUR COMPANY
Sr.
No. Description Registrar Registration Number/ CIN
Date of
Certificate
Date of
Expiry
a.
Certificate of
Incorporation
in the name of
Kamalakshi Finance
Corporation Private
Limited
ROC –
Mumbai 16243
January 15,
1973
Valid until
Cancelled
b.
Certificate of
incorporation pursuant
to conversion of the
Company from Private
Limited to Public
Limited Company i.e
Kamalakshi Finance
Corporation Limited
ROC –
Mumbai Not traceable
December 11,
1973
Valid until
Cancelled
c.
Certificate of
Incorporation
in the name of Gromo
Trade & Consultancy
Limited
ROC –
Mumbai L67120MH1973PLC016243
July 01,
2015 Valid until
Cancelled
d. Certificate of
Incorporation
ROC –
Mumbai L74110MH1973PLC016243
November
13, 2019 Valid until
Cancelled
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in the name of Prismx
Global Ventures
Limited
INESS RELATED APPROVAL
Approvals/registration valid
Sr.
No. Description Authority
Registration
Number
Date of
Certificate
Date of
Expiry
a.
Shops and
Establishment
Registration
Certificate
Maharashtra Shops
and Establishments
(Regulation of
Employment and
Condition of Service)
Act 2017
890529901 / KE
Ward /
COMMERCIAL
II
November 16, 2021 NA
TAX RELATED APPROVALS
Sr.
No. Description Authority Registration Number
Date of
Certificate
Date of
Expiry
a) Permanent Account
Number
Income Tax
Department AAACK1804B NA
Valid until
cancelled
b) Tax Deduction Account
Number
Income Tax
Department MUMK23134G NA
Valid until
cancelled
c)
Registration Certificate
Maharashtra State Tax on
Professions, Trades,
Callings and
Employments Act, 1975
Professional Tax
Officer 27681642657P
Certificate
not
traceable
Valid until
cancelled
d)
Certificate of enrolment
Maharashtra State Tax on
Professions, Trades,
Callings and
Employments Act, 1975
Professional Tax
Officer _
Certificate
not
traceable
Valid until
cancelled
e)
GST Registration
Government of India 27AAACK1804B1Z8 March 22,
2020
Valid until
cancelled
Page 138 of 187
OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE
This Issue of Equity Shares to the Eligible Shareholders is being made in accordance with the:
1. Resolution passed by our Board of Directors under clause (a) of Sub-Section (1) of Section 62 and other provisions
of the Companies Act, at their meeting conducted on November 27, 2021.
2. The Board of Directors of our Company in their meeting conducted on [●] approved this Issue inter-alia on the
following terms:
Issue Size Upto ₹ 49,70,00,000/- (Rupees Forty-Nine Crore Seventy Lakh Only);
Issue Price
₹[●]/- (Rupees [●]) per Right Equity Share issued in 1 (One) Rights Entitlement, (i.e.
₹[●]/- (Rupees [●]) per Rights Equity Share, including a premium of ₹[●]/- (Rupees
[●]) per Rights Equity Share);
On Application, Investors will have to pay ₹[●] (Rupees [●] Only) per Rights Equity
Share which constitutes [●]% ([●] percent) of the Issue Price and the balance ₹[●]
(Rupees [●] Only) per Rights Equity Share which constitutes [●]% ([●] percent)of
the Issue Price, will have to be paid, on one or more subsequent Call(s), as determined
by the Board of Directors at its sole discretion, from time to time;
Issue Entitlement Ratio [●]:[●] i.e., Equity Shares for every [●] Equity Shares held by Eligible Shareholders
of our Company as on Record Date;
Record Date [●];
The Issue Price shall be determined at in consultation with the Lead Manager to the Issue;
3. This Draft Letter of Offer has been approved at Committee meeting of the Board of Directors on December 06,2021;
4. Receipt of In-principle approval from BSE Limited in accordance with Regulation 28 (1) of SEBI (LODR)
Regulations for listing of the Right Shares proposed to be allotted pursuant Issue vide a letter bearing reference number
[●] from BSE Limited dated [●]. Our Company will also make application to BSE Limited to obtain their trading
approvals for the Rights Entitlements as required under the ASBA Circular;
5. Our Company has been allotted the ISIN [●] for the Rights Entitlements to be credited to the respective demat accounts
of the Eligible Shareholders of our Company;
PROHIBITION BY SEBI OR RBI OR OTHER GOVERNMENTAL AUTHORITIES
1. Our Company, the Promoters and members of the Promoter Group, and the Directors of our Company have not been
prohibited or debarred from accessing or operating in the capital markets, or restrained from buying, selling or dealing
in securities under any order or direction passed by SEBI or any other regulatory or governmental authority.
2. The companies with which our Directors or the persons in control of our Company are or were associated as promoter,
directors or persons in control have not been debarred from accessing the capital market under any order or direction
passed by SEBI or any other regulatory or governmental authority.
3. Our Company, the Promoters and members of the Promoter Group, and the Directors of our Company have not been
identified as Wilful Defaulters by the RBI;
4. None of our Directors are associated with the securities market in any manner;
5. Our Company, the Promoters and members of the Promoter Group, and the Directors of our Company have not been
declared as fugitive economic offenders;
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6. None of our Directors currently holds nor have held directorship(s) in the last five years in a listed Company whose
shares have been or were suspended from trading on any stock exchange or in a listed Company which has been / was
delisted from any stock exchange;
7. There are no proceedings initiated by SEBI, Stock Exchange or ROC, etc., against our Company, Directors, Group
Companies;
ELIGIBILITY FOR THE ISSUE
1. Our Company is a listed company incorporated under the Companies Act, 1956. Our Equity Shares are presently listed
on the BSE Limited. Our Company is eligible to offer and issue Right Shares pursuant to this Issue in terms of Chapter
III and other applicable provisions of the SEBI (ICDR) Regulations;
2. Our Company is undertaking this Right Issue in compliance with Part B of Schedule VI of the SEBI (ICDR)
Regulations. Our Company undertakes to make an application to BSE Limited for listing of the Right Shares to be
issued pursuant to this Issue.
COMPLIANCE WITH SEBI (ICDR) REGULATIONS
1. The present Issue being of less than ₹5,000 Lakhs, our Company is in compliance with first proviso to Regulation 3
of the SEBI (ICDR) Regulations and our Company shall file the copy of the Letter of Offer prepared in accordance
with the SEBI (ICDR) Regulations with SEBI for information and dissemination on the website of SEBI, i.e.
www.sebi.gov.in;
2. Our Company is in compliance with requirements of Regulation 61 and Regulation 62 of the SEBI (ICDR) Regulations
to the extent applicable;
3. Further, in relation to compliance Regulation 62 (1) (a) of the SEBI (ICDR) Regulations, our Company undertakes to
make an application to BSE Limited for listing of the Right Shares to be issued pursuant to this Issue;
COMPLIANCE WITH CLAUSE (1) OF PART B OF SCHEDULE VI OF SEBI (ICDR) REGULATIONS
Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of the SEBI
(ICDR) Regulations as explained below:
1. Our Company has been filing periodic reports, statements and information in compliance with the Listing Agreement
or the SEBI (LODR) Regulations, as applicable for the last one year immediately preceding the date of filing of the
Draft Letter of Offer with the SEBI and until date;
2. The reports, statements and information referred to above in clause (1) are available on the website of BSE Limited;
3. Our Company has an investor grievance-handling mechanism which includes meeting of the Stakeholders’
Relationship Committee at frequent intervals, appropriate delegation of power by our Board our Directors as regards
share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor
grievances.
As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI (ICDR) Regulations,
disclosures in this Draft Letter of Offer have been made in terms of Clause (4) of Part B of Schedule VI of SEBI
(ICDR) Regulations.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Our Company is in compliance with the provisions of the Companies (Significant Beneficial Ownership) Rules, 2018.
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DISCLAIMER CLAUSE OF SEBI
The Draft Letter of Offer has not been filed with SEBI in terms of SEBI (ICDR) Regulations as the size of issue is up
to ₹5,000.00 Lakhs.
As required, a copy of the Letter of Offer will be submitted to SEBI.
DISCLAIMER CLAUSES FROM OUR COMPANY
Our Company accept no responsibility for the statements made otherwise than in this Draft Letter of Offer or in any
advertisement or other materials issued by us or by any other persons at our instance and anyone placing reliance on
any other source of information would be doing so at his/ her own risk.
Investors who invest in this Issue will be deemed to have represented by our Company and their respective directors,
officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations,
guidelines and approvals to acquire Equity Shares of our Company and are relying on independent advice / evaluation
as to their ability and quantum of investment in this Issue.
CAUTION
Our Company shall make all the relevant information available to the Eligible Shareholders in accordance with the
SEBI (ICDR) Regulations and no selective or additional information would be available for a section of the Eligible
Shareholders in any manner whatsoever, including at presentations, in research or sales reports, etc., after filing this
Draft Letter of Offer.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in
this Draft Letter of Offer. You must not rely on any unauthorized information or representations. This Draft Letter of
Offer is an offer to sell only the Right Shares and the Rights Entitlement, but only under circumstances and in the
applicable jurisdictions. Unless otherwise specified, the information contained in this Draft Letter of Offer is current
only as at its date of this Draft Letter of Offer.
DISCLAIMER WITH RESPECT TO JURISDICTION
This Draft Letter of Offer has been prepared under the provisions of Indian laws and the applicable rules and
regulations thereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate
court(s) in Mumbai, India only.
DESIGNATED STOCK EXCHANGE
The Designated Stock Exchange for the purpose of this Issue will be BSE Limited.
DISCLAIMER CLAUSE OF BSE LIMITED
As required, a copy of this Draft Letter of Offer has been submitted to the BSE Limited. BSE Limited has given vide
its letter dated [●] to use its name in this Draft Letter of Offer. The Disclaimer Clause as shall be intimated by the
BSE Limited to us, post-scrutiny of this Draft Letter of Offer, shall be included in the Letter of Offer prior to filing
with BSE Limited.
Further, BSE Limited does not in any manner:
1. Warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Letter of Offer; or
2. Warrant that our Company’s Equity Shares will be listed or will continue to be listed on BSE Limited; or
3. Take any responsibility for the financial or other soundness of our Company, its management or any scheme or project
of our Company;
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And it should not for any reason be deemed or construed that this Draft Letter of Offer has been cleared or approved
by the BSE Limited.
Every Investor who desires to apply for or otherwise acquires any Equity Shares of our Company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against BSE Limited whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription/
acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
FILING
The Draft Letter of Offer has not been filed with the SEBI for its observations as the size of the issue is up to ₹5,000.00
Lakhs which does not require issuer to file Draft Letter of Offer with SEBI. The Company has filed Draft Letter of
Offer with the Stock Exchanges for obtaining in-principle approval.
SELLING RESTRICTIONS
The distribution of this Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Entitlement Letter,
Application Form, and the issue of Right Shares, to persons in certain jurisdictions outside India is restricted by legal
requirements prevailing in those jurisdictions. Persons into whose possession this Draft Letter of Offer, the Letter of
Offer, Abridged Letter of Offer, Entitlement Letter, or Application Form may come are required to inform themselves
about and observe such restrictions.
We are making this Issue of Equity Shares on a rights basis to the Eligible Shareholders and will send/ dispatch the
Letter of Offer, Abridged Letter of Offer, Entitlement Letter, and Application Form only to email addresses of such
Eligible Shareholders who have provided an Indian address to our Company. Those overseas shareholders who do not
update our records with their Indian address or the address of their duly authorized representative in India, prior to the
date on which we propose to e-mail the Letter of Offer, Abridged Letter of Offer, Entitlement Letter, and Application
Form, shall not be sent the Letter of Offer, Abridged Letter of Offer, Entitlement Letter, and Application Form.
Further, the Letter of Offer will be provided, primarily through e-mail, by the Registrar on behalf of our Company or
the Lead Manager to the Eligible Shareholders who have provided their Indian addresses to our Company and who
make a request in this regard. Investors can also access the Letter of Offer, the Abridged Letter of Offer and the
Application Form from the websites of the Registrar, our Company, the Lead Manager, and the BSE Limited, and on
R-WAP. Accordingly, our Company, the Lead Manager and the Registrar will not be liable for non-dispatch of
physical copies of Issue materials, including the Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter,
and the Application Form.
No action has been or will be taken to permit this Issue in any jurisdiction or the possession, circulation, or distribution
of this Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, and Application Form or any other material
relating to our Company, the Equity Shares or Rights Entitlement in any jurisdiction where action would be required
for that purpose.
Accordingly, the Rights Entitlements or Right Shares may not be offered or sold, directly or indirectly, and this Draft
Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form may not be
distributed in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt
of this Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form
will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, under those
circumstances, this Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and
Application Form must be treated as sent for information only and should not be copied, redistributed or acted upon
for subscription to Right Shares or the purchase of Rights Entitlements. Accordingly, persons receiving a copy of this
Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form should
not, in connection with the issue of the Rights Entitlements or Right Shares, distribute or send such document in, into
the United States or any other jurisdiction where to do so would, or might contravene local securities laws or
regulations or would subject the Company, Lead Manager or their respective affiliates to any filing or registration
requirement (other than in India). If this Draft Letter of Offer, the Letter of Offer, Abridged Letter of Offer, Entitlement
Letter and/or Application Form is received by any person in any such jurisdiction, or by their agent or nominee, they
must not seek to subscribe to the Rights Entitlement or Right Shares referred to in this Draft Letter of Offer, the Letter
of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form. Envelopes containing an Application
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Form should not be dispatched from any jurisdiction where it would be illegal to make an offer, and all persons
subscribing for the Right Shares in this Issue must provide an Indian address.
No information in this Draft Letter of Offer should be considered to be business, financial, legal, tax or investment
advice.
Any person who makes an application to acquire Rights Entitlement and the Right Shares offered in this Issue will be
deemed to have declared, represented, warranted and agreed that such person is authorized to acquire the Rights
Entitlement and the Right Shares in compliance with all applicable laws and regulations prevailing in his jurisdiction,
without requirement for our Company, the Lead Manager or their respective affiliates to make any filing or registration
(other than in India).
Neither the delivery of the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form nor any
sale or offer hereunder, shall under any circumstances create any implication that there has been no change in our
Company’s affairs from the date hereof or that the information contained herein is correct as at any time subsequent
to the date of this Draft Letter of Offer or date of such information.
The contents of this Draft Letter of Offer, the Letter of Offer and Abridged Letter of Offer should not be
construed as legal, tax or investment advice. Prospective investors may be subject to adverse foreign, state or
local tax or legal consequences as a result of buying or selling of Right Shares or Rights Entitlements. As a
result, each Investor should consult its own counsel, business advisor, and tax advisor as to the legal, business,
tax, and related matters concerning the offer of Right Shares or Rights Entitlements. In addition, neither our
Company nor the Lead Manager nor any of their respective affiliates are making any representation to any
offeree or purchaser of the Right Shares or the Rights Entitlements regarding the legality of an investment in
the Right Shares or the Rights Entitlements by such offeree or purchaser under any applicable laws or
regulations.
NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Right Shares have not been and will not be registered under the United States
Securities Act, 1933, as amended, or any U.S. state securities laws and may not be offered, sold, resold or otherwise
transferred within the United States of America or the territories or possessions thereof or to, or for the account or
benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act, except in a transaction exempt from
the registration requirements of the Securities Act. The Rights Entitlements and Right Shares referred to in this Draft
Letter of Offer are being offered in India and in jurisdictions where such offer and sale of the Right Shares and/ or
Rights Entitlements are permitted under laws of such jurisdictions, but not in the United States. The offering to which
this Draft Letter of Offer, the Letter of Offer, and Abridged Letter of Offer relates is not, and under no circumstances
is to be construed as, an offering of any securities or rights for sale in the United States or as a solicitation therein of
an offer to buy any of the said securities or rights.
Accordingly, this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, Entitlement Letter, and
Application Form should not be forwarded to or transmitted in or into the United States at any time.
Neither our Company nor any person acting on behalf of our Company will accept subscriptions or renunciation from
any person, or the agent of any person, who appears to be, or who our Company or any person acting on behalf of our
Company has reason to believe, is in the United States when the buy order is made. No payments for subscribing for
the Right Shares shall be made from US bank accounts and all persons subscribing for the Right Shares and wishing
to hold such Right Shares in registered form must provide an address for registration of the Right Shares in India.
We, the Registrar, the Lead Manager or any other person acting on behalf of us, reserve the right to treat as
invalid any Application Form which:
a. Does not include the certification set out in the Application Form to the effect that the subscriber does not have
a registered address (and is not otherwise located) in the United States and is authorized to acquire the Rights
Entitlements and the Right Shares in compliance with all applicable laws and regulations;
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b. Appears to us or its agents to have been executed in, electronically transmitted from or dispatched from the
United States;
c. Where a registered Indian address is not provided;
d. Where we believe that Application Form is incomplete or acceptance of such Application Form may infringe
applicable legal or regulatory requirements;
And we shall not be bound to allot or issue any Right Shares in respect of any such Application Form.
The Rights Entitlements may not be transferred or sold to any person in the United States.
INVESTOR GRIEVANCES AND REDRESSAL SYSTEM
1. Mechanism for Redressal of Investor Grievances
Our Company has made adequate arrangements for redressal of investor complaints in compliance with the corporate
governance requirements under the SEBI (LODR) Regulations as well as a well-arranged correspondence system
developed for letters of routine nature. We have been registered with the SEBI Complaints Redress System (SCORES)
as required by the SEBI Circular bearing reference number ‘CIR/OIAE/2/2011 dated June 3, 2011’. Consequently,
investor grievances are also tracked online by our Company through the SCORES mechanism.
Our Company has a Stakeholders Relationship Committee comprising of 3 (three), members of the said committee,
which meets at least once a year and as and when required. Its terms of reference include considering and resolving
grievances of shareholders in relation to transfer of shares and effective exercise of voting rights. All investor
grievances received by us have been handled by the Company Secretary and Compliance Officer.
The Investor complaints received by our Company are generally disposed of within 15 (Fifteen) days from the date of
receipt of the complaint.
The average time taken by the Registrar to the Issue, Purva Sharegistry (India) Private Limited for attending to
routine grievances will be within 30 (thirty) days from the date of receipt. In case of non-routine grievances where
verification at other agencies is involved, it would be the endeavor of the Registrar to the Issue to attend to them as
expeditiously as possible. We undertake to resolve the investor grievances in a time bound manner.
2. Investor Grievances arising out of this Issue
Our Company’s investor grievances arising out of the Issue will be handled by Purva Sharegistry (India) Private
Limited, who is the Registrar to the Issue. The Registrar to the Issue will have a separate team of personnel handling
only post- Issue correspondence.
The agreement between our Company and the Registrar to the Issue will provide for retention of records with the
Registrar for a period of at least one year from the last date of dispatch of Allotment Advice to enable the Registrar to
redress grievances of Investors.
All grievances relating to this Issue may be addressed to the Registrar to the Issue giving full details such as folio no.,
name and address, contact details, Email-ID of the first applicant, number and type of Equity Shares applied for,
Application Form serial number, amount paid on application and the name of the bank and the branch where the
application was deposited, along with a photocopy of the acknowledgement slip. In case of renunciation, the same
details of the Renouncee should be furnished.
The average time taken by the Registrar to the Issue for attending to routine grievances will be seven to ten days from
the date of receipt of complaints. In case of non-routine grievances where verification at other agencies is involved, it
would be the endeavor of the Registrar to the Issue to attend to them as expeditiously as possible. Our Company
undertakes to resolve the Investor grievances in a time bound manner.
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Investors may contact the Company Secretary and Compliance Officer of our Company and/ or Registrar to the Issue
at the below mentioned address in case of any pre-Issue/ post-Issue related problems such as non-receipt of allotment
advice/ demat credit etc.
Investors may contact the Registrar to the Issue or the Company Secretary and Compliance Officer of our Company
of our Company for any pre-Issue or post-Issue related matter. All grievances relating to the ASBA process may be
addressed to the Registrar to the Issue, with a copy to the SCSBs (in case of ASBA process), giving full details such
as name, address of the Applicant, contact number(s), e mail address of the sole/ first holder, folio number or demat
account number, number of Right Shares applied for, amount blocked, ASBA Account number and the Designated
Branch of the SCSBs where the Application Form or the plain paper application, as the case may be, was submitted
by the Investors along with a photocopy of the acknowledgement slip. For details on the ASBA process, please refer
to the section titled ‘Terms of the Issue’ on page 145 of this Draft Letter of Offer.
The contact details of the Registrar to the Issue and the Company Secretary and Compliance Officer of our Company
are as follows:
Company Secretary and Compliance
Officer Registrar to the Issue
Ms. Shreya Garg
Address: 1st Floor, Purva Building,
Tejpal Scheme Road No. 3, Vile Parle
(East), Mumbai Mh 400057
Contact Details: +91 9136993920
Email-ID: [email protected]
Purva Sharegistry (India) Private Limited
Address: Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J.
R. Boricha Marg, Lower Parel East, Mumbai, Maharashtra 400011.
Contact Details: + 91-22-2301 2518 / 6761
E-mail ID: [email protected] ;
Investor grievance e-mail: [email protected]
Website: www.purvashare.com
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112
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SECTION IX – ISSUE INFORMATION
TERMS OF THE ISSUE
This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully read the
provisions contained in this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter, and the Application Form, before submitting the Application Form. Our Company and the Lead
Manager are not liable for any amendments or modifications or changes in applicable laws or regulations, which
may occur after the date of this Draft Letter of Offer. Investors are advised to make their independent investigation
and ensure that the Application Form is correctly filled up. Unless otherwise permitted under the SEBI (ICDR)
Regulations read with SEBI Rights Issue Circulars, Investors proposing to apply in this Issue can apply only through
ASBA or by mechanism as disclosed in this section.
Investors are requested to note that application in this Issue can only be made through ASBA or by R-WAP facility.
Further, this R-WAP facility in addition to ASBA is onetime relaxation made available by SEBI in view of the COVID-
19 and shall not be a replacement of the existing process under the SEBI ICDR regulations. For guidance on the
application process through R-WAP and resolution of difficulties faced by investors, you are advised to read the
frequently asked question (FAQ) on the website of the Registrar at www.purvashare.com
OVERVIEW
This Issue and the Right Shares proposed to be issued on a rights basis, are subject to the terms and conditions
contained in this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter,
the Application Form, and the Memorandum of Association and the Articles of Association of our Company, the
provisions of the Companies Act, 2013, FEMA, FEMA Rules, the SEBI (ICDR) Regulations, the SEBI (LODR)
Regulations, and the guidelines, notifications and regulations issued by SEBI, the Government of India and other
statutory and regulatory authorities from time to time, approvals, if any, from the RBI or other regulatory authorities,
the terms of the Listing Agreements entered into by our Company with the BSE Limited and the terms and conditions
as stipulated in the Allotment advice.
IMPORTANT
1. Dispatch and availability of Issue materials
In accordance with the SEBI ICDR Regulations, ASBA Circular, our Company will send/dispatch at least three days
before the Issue Opening Date, the Abridged Letter of Offer, the Entitlement Letter, Application Form and other issue
material (“Issue Materials”) only to the Eligible Shareholders who have provided an India address to our Company
and who are located in jurisdictions where the offer and sale of the Rights Entitlement or Right Shares is permitted
under laws of such jurisdictions and does not result in and may not be construed as, a public offering in such
jurisdictions. In case the Eligible Shareholders have provided their valid e-mail address, the Issue Materials will be
sent only to their valid e-mail address and in case the Eligible Shareholders have not provided their e-mail address,
then the Issue Materials will be dispatched, on a reasonable effort basis, to the India addresses provided by them.
Further, the Letter of Offer will be sent/dispatched, by the Registrar to the Issue on behalf of our Company to the
Eligible Shareholders who have provided their Indian addresses and have made a request in this regard. In case such
Eligible Shareholders have provided their valid e-mail address, the Letter of Offer will be sent only to their valid e-
mail address and in case such Eligible Shareholders have not provided their e-mail address, then the Letter of Offer
will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them or who are located in
jurisdictions where the offer and sale of the Right Shares is permitted under laws of such jurisdictions and in each
case who make a request in this regard.
Investors can access the Letter of Offer, the Abridged Letter of Offer, and the Application Form (provided that the
Eligible Equity Shareholder is eligible to subscribe for the Right Shares under applicable securities laws) on the
websites of:
a. Our Company’s website at www.gromotrade.com;
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b. Registrar to the Issue’s website at www.purvashare.com;
c. BSE Limited’s website at www.bseindia.com;
d. Registrar’s web-based application platform (‘R-WAP’) at www.purvashare.com;
e. Eligible Shareholders can obtain the details of their respective Rights Entitlements from the website of the Registrar
to the Issue’s website at www.purvashare.com by entering their DP-ID and Client-ID or Folio Number (in case of
Eligible Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also be
available on the website of our Company at www.gromotrade.com.
Further, our Company along with the Lead Manager will undertake all adequate steps to reach out the Eligible
Shareholders who have provided their Indian address through other means, as may be feasible. In light of the current
COVID-19 situation and pursuant to the SEBI Rights Issue Circulars, our Company, the Lead Manager, and the
Registrar to the Issue will not be liable for non-dispatch of physical copies of Issue materials, including the Letter of
Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form attributable to the non-
availability of the e-mail addresses of Eligible Shareholders or electronic transmission delays or failures, or if the
Application Forms or the Rights Entitlement Letters are delayed or misplaced in transit.
2. Facilities for Application in this Issue
In accordance with Regulation 76 of the SEBI (ICDR) Regulations, SEBI - Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use either the
ASBA process or the optional mechanism instituted only for resident Investors in this Issue, i.e., R-WAP
(instituted only for resident Investors in this Issue). Investors should carefully read the provisions applicable
to such Applications before making their Application through ASBA or using the R-WAP. For details, please
refer to the Paragraph titled ‘Procedure for Application through the ASBA Process’ and ‘Procedure for
Application through the R-WAP’ on pages 160 and 160, respectively of this Draft Letter of Offer.
a. ASBA facility
Investors can submit either the Application Form in physical mode to the Designated Branches of the SCSBs or online/
electronic Application through the website of the SCSBs (if made available by such SCSB) authorizing the SCSB to
block the Application Money in an ASBA Account maintained with the SCSB. Application through ASBA facility in
electronic mode will only be available with such SCSBs who provide such facility.
Investors should note that the ASBA process involves procedures that are different from the procedure under the R-
WAP process. Investors applying through the ASBA facility should carefully read the provisions applicable to such
Applications before making their Application through the ASBA process. For details, Paragraph titled ‘Procedure for
Application through the ASBA Process’ on page 160 of this Draft Letter of Offer.
Please note that subject to SCSBs complying with the requirements of SEBI circular bearing reference number
CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications may be
submitted at the Designated Branches of the SCSBs.
Further, in terms of the SEBI circular bearing reference number CIR/CFD/DIL/1/2013 dated January 02, 2013, it is
clarified that for making Applications by SCSBs on their own account using ASBA facility, each such SCSB should
have a separate account in its own name with any other SEBI registered SCSB(s). Such account shall be used solely
for the purpose of making an Application in this Issue and clear demarcated funds should be available in such account
for such an Application.
b. Registrar’s Web-based Application Platform (R-WAP)
In accordance with R-WAP Circulars, a separate web-based application platform, i.e., the R-WAP facility accessible
at www.purvashare.com, has been instituted for making an Application in this Issue by resident Investors. Further, R-
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WAP is only an additional option and not a replacement of the ASBA process. At the R-WAP, resident Investors can
access and submit the online Application Form in electronic mode using the R-WAP and make online payment using
their internet banking or UPI facility from their own bank account thereat. Prior to making an Application, such
Investors should enable the internet banking or UPI facility of their respective bank accounts and such Investors should
ensure that the respective bank accounts have sufficient funds.
PLEASE NOTE THAT ONLY RESIDENT INVESTORS CAN SUBMIT AN APPLICATION USING THE R-
WAP. R-WAP FACILITY WILL BE OPERATIONAL FROM THE ISSUE OPENING DATE. FOR RISKS
ASSOCIATED WITH THE R-WAP PROCESS, SEE ‘RISK FACTOR - THE R-WAP PAYMENT
MECHANISM FACILITY PROPOSED TO BE USED FOR THIS ISSUE MAY BE EXPOSED TO RISKS,
INCLUDING RISKS ASSOCIATED WITH PAYMENT GATEWAYS’ ON PAGE 26 OF THIS DRAFT LETTER
OF OFFER.
For guidance on the Application process through R-WAP and resolution of difficulties faced by the Investors, the
Investors are advised to carefully read the frequently asked questions, visit the online/ electronic dedicated investor
helpdesk at www.purvashare.com or call helpline number + 91-22-2301 2518 / 6761. For details, see ‘Procedure for
Application through the R-WAP’ on page 160 of this Draft Letter of Offer.
Applicants should note that they should very carefully fill-in their depository account details and PAN in the
Application Form or while submitting application through online/electronic Application through the website of the
SCSBs (if made available by such SCSB) and R-WAP. Please note that incorrect depository account details or PAN
or Application Forms without depository account details (except in case of Eligible Equity Shareholders who hold
Equity Shares in physical form and are applying in this Issue in accordance with the SEBI Rights Issue Circulars
through R-WAP) shall be treated as incomplete and shall be rejected. For details see ‘Grounds for Technical
Rejection’ on page 171 of this Draft Letter of Offer. Our Company, the Lead Manager, the Registrar and the SCSBs
shall not be liable for any incomplete or incorrect demat details provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI (ICDR) Regulations, Investors may choose to accept the offer to
participate in this Issue by making plain paper Applications. Please note that Eligible Shareholders making an
application in this Issue by way of plain paper applications shall not be permitted to renounce any portion of their
Rights Entitlements. For details, see ‘Application on Plain Paper under ASBA process’ on page 163 of this Draft
Letter of Offer.
c. Credit of Rights Entitlements in demat accounts of Eligible Shareholders
In accordance with Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI - Rights Issue Circular, the
credit of Rights Entitlements and Allotment of Right Shares shall be made in dematerialized form only.
Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to:
a. The demat accounts of the Eligible Shareholders holding the Equity Shares in dematerialised form; and
b. A demat suspense escrow account (namely, ‘PRISMX GLOBAL VENTURES LIMITED - RIGHTS
ENTITLEMENT SUSPENSE ESCROW DEMAT ACCOUNT’) opened by our Company, for the Eligible
Shareholders which would comprise Rights Entitlements relating to:
(i) Equity Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI (LODR) Regulations; or
(ii) Equity Shares held in the account of IEPF authority; or
(iii) The demat accounts of the Eligible Equity Shareholder which are frozen or details of which are unavailable with our
Company or with the Registrar on the Record Date; or
(iv) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where
details of demat accounts are not provided by Eligible Equity Shareholders to our Company;or
(v) Credit of the Rights Entitlements returned/ reversed/ failed; or
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(vi) The ownership of the Equity Shares currently under dispute, including any court proceedings, as applicable; or
(vii) Eligible Equity Shareholders who have not provided their Indian addresses
Eligible Shareholders as on Record Date are requested to provide relevant details (such as copies of self-attested PAN
and client master sheet of demat account etc., details/ records confirming the legal and beneficial ownership of their
respective Equity Shares) to the Company or the Registrar to the Issue not later than 2 (Two) Working Days prior to
the Issue Closing Date, i.e., by [●] to enable the credit of their Rights Entitlements by way of transfer from the demat
suspense escrow account to their demat account at least 1 (One) day before the Issue Closing Date, to enable such
Eligible Shareholders to make an application in this Issue, and this communication shall serve as an intimation to such
Eligible Shareholders in this regard. Such Eligible Shareholders are also requested to ensure that their demat account
is active, details of which have been provided to the Company or the Registrar to the Issue, to facilitate the
aforementioned transfer.
d. Application by Eligible Shareholders holding Equity Shares in physical form
Please note that in accordance with Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI Rights Issue
Circulars, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialised form
only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date and
desirous of subscribing to Equity Shares in this Issue are advised to furnish the details of their demat account to our
Company or Registrar at least two Working Days prior to the Issue Closing Date, to enable the credit of their Rights
Entitlements in their respective demat accounts at least one day before the Issue Closing Date.
In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold Equity Shares in
physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold Equity Shares in physical form
as on Record Date and who have not furnished the details of their demat account to our Company or Registrar at
least two Working Days prior to the Issue Closing Date, desirous of subscribing to Rights Equity Shares may also
apply in this Issue during the Issue Period. Application by such Eligible Equity Shareholders is subject to following
conditions:
a) The Eligible Equity Shareholders apply only through R-WAP;
b) The Eligible Equity Shareholders are residents;
c) The Eligible Equity Shareholders are not making payment from non-resident account;
d) The Eligible Equity Shareholders shall not be able to renounce their Rights Entitlements; and
e) The Eligible Equity Shareholders shall receive Rights Equity Shares, in respect of their Application, only in
demat mode.
Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders, among others,
who hold Equity Shares in physical form, and whose demat account details are not available with our Company or
Registrar, shall be credited in a demat suspense escrow account opened by our Company.
Accordingly, such resident Eligible Equity Shareholders are required to send a communication to our Company
containing the name(s), Indian address, email address, contact details and the details of their demat account along
with copy of self- attested PAN and self-attested client master sheet of their demat account either by post, speed post,
courier, electronic mail, or hand delivery, to enable process of credit of Rights Equity Shares in such demat account.
OTHER IMPORTANT LINKS AND HELPLINE
The Investors can visit following links for the below-mentioned purposes:
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1. Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on the Application process
and resolution of difficulties faced by the Investors: www.purvashare.com ;
2. Updating of Indian address/ e-mail address/ mobile number in the records maintained by the Registrar to the Issue or
our Company: [email protected] ;
3. Updation of demat account details by Eligible Equity Shareholders holding shares in physical form:
4. Submission of self-attested PAN, client master sheet and demat account details by non-resident Eligible Shareholders:
www.purvashare.com ;
RENOUNCEES
All rights and obligations of the Eligible Shareholders in relation to Applications and refunds pertaining to this Issue
shall apply to the Renouncee(s) as well.
AUTHORITY FOR THE ISSUE
The Issue has been authorized by a resolution of Board of Directors of our Company passed at their meeting held on
November 27, 2021 in accordance with the provisions of Section 62(1)(a) of the Companies Act.
The Board of Directors in their meeting held on [●] have determined the Issue Price at ₹[●] per Equity Share and the
Rights Entitlement as [●] Rights Equity Share(s) for every [●] fully paid-up Equity Share(s) held on the Record Date.
The Issue Price has been arrived at in consultation with the Lead Manager.
BASIS FOR THIS ISSUE
The Right Shares are being offered for subscription for cash to the Eligible Shareholders whose names appear as
beneficial owners as per the list to be furnished by the Depositories in respect of our Equity Shares held in
dematerialised form and on the register of members of our Company in respect of our Equity Shares held in physical
form at the close of business hours on the Record Date.
RIGHTS ENTITLEMENTS
Eligible Shareholders whose names appear as a beneficial owner in respect of the issued and paid-up Equity Shares
held in dematerialised form or appears in the register of members of our Company as an Eligible Equity Shareholder
in respect of our Equity Shares held in physical form, as on the Record Date, you may be entitled to subscribe to the
number of Rights Equity Shares as set out in the Rights Entitlement Letter
The Registrar will send/dispatch a Rights Entitlement Letter along with the Abridged Letter of Offer and the
Application Form to all Eligible Equity Shareholders who have provided an Indian address to our Company and who
are located in jurisdictions where the offer and sale of the Rights Entitlements or Rights Equity Shares is permitted
under laws of such jurisdiction and does not result in and may not be construed as, a public offering in such
jurisdictions, which will contain details of their Rights Entitlements based on their shareholding as on the Record
Date.
Eligible Shareholders can also obtain the details of their respective Rights Entitlements from the Registrar to the
Issue’s website at www.purvashare.com by entering their DP-ID and Client-ID or Folio Number (in case of Eligible
Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also be available
on our Company’s website at www.gromotrade.com.
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Rights Issue Opening Date only in dematerialised form. If Eligible Equity Shareholders holding Equity Shares in
physical form as on Record Date, have not provided the details of their demat accounts to our Company or to the
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Registrar, they are required to provide their demat account details to our Company or the Registrar not later than two
Working Days prior to the Rights Issue Closing Date, to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least one day before the Rights Issue
Closing Date. Such Eligible Equity Shareholders holding shares in physical form can update the details of their
respective demat accounts on the Registrar’s website at www.purvashare.com. Such Eligible Equity Shareholders can
make an application only after the Rights Entitlements is credited to their respective demat accounts, except in case
of resident Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date and applying
through R-WAP (an additional optional facility).
Our Company is undertaking this Issue on a rights basis to the Eligible Shareholders and will send the Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter, and the Application Form only to email addresses of
Eligible Shareholders who have provided their Indian address to our Company or who are located in jurisdictions
where this Issue and sale of the Rights Entitlements or Right Shares is permitted under laws of such jurisdiction and
does not result in and may not be construed as, a public offering in such jurisdictions. The Letter of Offer will be
provided, only through email, by the Registrar on behalf of our Company and the Lead Manager to the Eligible
Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the
offer and sale of the Rights Entitlement or Right Shares is permitted under laws of such jurisdiction and does not result
in and may not be construed as, a public offering in such jurisdictions and in each case who make a request in this
regard. The Letter of Offer, the Abridged Letter of Offer and the Application Form may also be accessed on the
websites of the Registrar, R-WAP, our Company, and the Lead Manager through a link contained in the
aforementioned email sent to email addresses of Eligible Shareholders (provided that the Eligible Equity Shareholder
is eligible to subscribe for the Right Shares under applicable securities laws) and on the BSE Limited’s website. The
distribution of the Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter and the issue of Right Shares
on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those
jurisdictions. No action has been, or will be, taken to permit this Issue in any jurisdiction where action would be
required for that purpose, except that the Draft Letter of Offer filed with BSE Limited and the Letter of Offer to be
filed with SEBI and the BSE Limited. Accordingly, the Rights Entitlements and Right Shares may not be offered or
sold, directly or indirectly, and the Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter, the Application Form or any Issue related materials or advertisements in connection with this Issue
may not be distributed, in any jurisdiction, except in accordance with legal requirements applicable in such
jurisdiction. Receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form (including by way of electronic means) will not constitute an offer in those jurisdictions in which it
would be illegal to make such an offer and, in those circumstances, the Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter or the Application Form must be treated as sent for information only and should not be
acted upon for making an Application and should not be copied or re-distributed. Accordingly, persons receiving a
copy of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, or the Application Form should
not, in connection with the issue of the Right Shares or the Rights Entitlements, distribute or send the Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form in or into any jurisdiction where
to do so, would, or might, contravene local securities laws or regulations. If the Letter of Offer, the Abridged Letter
of Offer, the Rights Entitlement Letter or the Application Forms received by any person in any such jurisdiction, or
by their agent or nominee, they must not seek to make an Application or acquire the Rights Entitlements referred to
in the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any person
who acquires Rights Entitlements or makes and Application will be deemed to have declared, warranted and agreed,
by accepting the delivery of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form, that it is entitled to subscribe for the Right Shares under the laws of any jurisdiction which apply
to such person.
PRINCIPAL TERMS OF THIS ISSUE
1. Face Value
Each Right Shares will be having face value of ₹1.00 (Rupee One Only).
2. Issue Price
Each Rights Equity Share is being offered at a price of ₹[●] (Rupees [●] Only) per Rights Equity Share (including a
premium of ₹[●] (Rupees [●] Only) per Rights Equity Share) in this Issue.
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On Application, Investors will have to pay ₹[●] (Rupees [●] Only) per Rights Equity Share which constitutes [●]%
([●] percent) of the Issue Price and the balance ₹[●] (Rupees [●] Only) per Rights Equity Share which constitutes
[●]% ([●] percent) of the Issue Price, will have to be paid, on one or more subsequent Call(s), as determined by the
Board of Directors at its sole discretion, from time to time;
The Issue Price for Right Shares has been arrived at by our Company in consultation with the Lead Manager and has
been decided prior to the determination of the Record Date.
3. Rights Entitlements Ratio
The Right Shares are being offered on a rights basis to the Eligible Shareholders in the ratio of [●] Rights Equity
Share(s) for every [●] fully paid up Equity Share(s) held by the Eligible Shareholders as on the Record Date.
4. Mode of Payment of Dividend
In the event of declaration of dividend, our Company shall pay dividend to the shareholders of our Company as per
the provisions of the Companies Act and the provisions of the Articles of Association.
5. Terms of Payment
Amount payable per Right Equity Share Face Value Premium Total
On Application ₹[●] ₹[●] ₹[●]
On One or more subsequent Call(s) as determined by our Board
at its sole discretion, from time to time* ₹[●] ₹[●] ₹[●]
Total ₹1.00/- ₹[●] ₹[●]
*Our Company shall have the right to call up the remaining paid-up capital in one or more Call(s), as determined by
our Board at its sole discretion, from time to time;
Each Rights Equity Share is being offered at a price of ₹[●]/- per Rights Equity Share (including a premium of ₹[●]/-
per Rights Equity Share), for every 1 Rights Equity Share allotted in this Issue.
Where an Applicant has applied for additional Right Shares and is Allotted a lesser number of Right Shares than
applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The un-blocking of ASBA funds
/ refund of monies shall be completed be within such period as prescribed under the SEBI (ICDR) Regulations. In the
event that there is a delay in making refunds beyond such period as prescribed under applicable law, our Company
shall pay the requisite interest at such rate as prescribed under applicable law.
6. Record Date for Calls and Suspension of Trading
Our Company would fix a Call Record Date giving notice, in advance of such period as may be prescribed under
applicable law, to the BSE Limited for the purpose of determining the list of Rights Equity Shareholders to whom the
notice for the Calls would be sent. Once the Call Record Date has been fixed, trading in the Right Shares for which
the calls have been made may be suspended prior to the Call Record Date.
7. Procedure for Calls for Right Shares
Our Company would convene a meeting of our Board to pass the required resolutions for making the Calls and suitable
intimation would be given by our Company to the BSE Limited. Further, advertisements for the same will be published
in English National daily newspaper; and Marathi language daily newspaper; (Marathi being the regional language of
Maharashtra, where our Registered office is situated), all with wide circulation.
The Calls shall be deemed to have been made at the time when the resolution authorizing such Calls are passed at the
meeting of our Board of Directors/ Issue Committee. The Calls may be revoked or postponed at the discretion of our
Board. Pursuant to the provisions of the Articles of Association, the Investors would be given at least 14 (Fourteen)
days’ notice for the payment of the Calls. Our Board of Directors/ Issue Committee may, from time to time at its
discretion, extend the time fixed for the payments of the Calls. Our Company, at its sole discretion and as it may deem
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fit, may send one or more reminders for the Calls, and if it does not receive the Call Money as per the timelines
stipulated unless extended by our Board of Directors/ Issue Committee, the defaulting Rights Equity Shareholders
will be liable to pay interest as may be fixed by our Board of Directors/ Issue Committee unless waived or our
Company may forfeit the Application Money and any Call Money received for previous Calls made.
8. Separate ISIN for Right Shares
In addition to the present ISIN for the existing Equity Shares, our Company would obtain a separate ISIN for the Right
Shares for each Call, until fully paid-up. The Right Shares offered under this Issue will be traded under a separate
ISIN after each Call for the period as may be applicable under the rules and regulations prior to the record date for the
final Call notice. The ISIN representing the Right Shares will be terminated after the Call Record Date for the final
Call. On payment of the final Call Money in respect of the Right Shares, such Right Shares would be fully paid-up
and merged with the existing ISIN of our Equity Shares.
9. Renunciation of Rights Entitlements
This Issue includes a right exercisable by Eligible Shareholders to renounce the Rights Entitlements credited to their
respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject
to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance
from time to time. However, the facility of renunciation shall not be available to or operate in favour of an Eligible
Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular,
directions, or guidelines issued by RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights
Entitlements, using the secondary market platform of the Stock Exchanges or through an off-market transfer. For
details, see ‘Procedure for Renunciation of Rights Entitlements’ on page 162 of this Draft Letter of Offer.
In accordance with SEBI circulars the Eligible Shareholders, who hold Equity Shares in physical form as on Record
Date and who have not furnished the details of their demat account to the Registrar or our Company at least 2 (Two)
Working Days prior to the Issue Closing Date, will not be able to renounce their Rights Entitlements. However, as on
date, none of the equity shareholders of the Company hold Equity Shares in physical form.
10. Process of Credit of Rights Entitlements in dematerialized account
In accordance with Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI Issue Circulars, the credit of
Rights Entitlements and Allotment of Right Shares shall be made in dematerialized form only. Prior to the Issue
Opening Date, our Company shall credit the Rights Entitlements to:
a. The demat accounts of the Eligible Shareholders holding the Equity Shares in dematerialized form; and
b. A demat suspense escrow account (namely, ‘PRISMX GLOBAL VENTURES LIMITED - RIGHTS
ENTITLEMENT SUSPENSE ESCROW DEMAT ACCOUNT’) opened by our Company, for the Eligible
Shareholders which would comprise Rights Entitlements relating to:
(i) Equity Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI (LODR) Regulations; or
(ii) Equity Shares held in the account of IEPF authority; or
(iii) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where
details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar.
(iv) The demat accounts of the Eligible Equity Shareholder which are frozen or details of which are unavailable with our
Company or with the Registrar on the Record Date; or
(v) Credit of the Rights Entitlements returned/ reversed/ failed; or
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(vi) The ownership of the Equity Shares currently under dispute, including any court proceedings, as applicable.
In this regard, our Company has made necessary arrangements with NSDL and CDSL for the crediting of the Rights
Entitlements to the demat accounts of the Eligible Shareholders in a dematerialized form. A separate ISIN for the
Rights Entitlements has also been generated which is [●]. The said ISIN shall remain frozen (for debit) till the Issue
Opening Date and shall become active on the Issue Opening Date and remain active for renunciation or transfer during
the Renunciation Period. It is clarified that the Rights Entitlements shall not be available for transfer or trading post
the Renunciation Period. The said ISIN shall be suspended for transfer by the Depositories post the Issue Closing
Date.
Eligible Shareholders whose Rights Entitlement are credited in demat suspense account are requested to provide
relevant details (such as copies of self-attested PAN and client master sheet of demat account etc., details/ records
confirming the legal and beneficial ownership of their respective Equity Shares) to the Company or the Registrar not
later than 2 (Two) Working Days prior to the Issue Closing Date, i.e., by [●] to enable the credit of their Rights
Entitlements by way of transfer from the demat suspense escrow account to their demat account at least 1 (One) day
before the Issue Closing Date, to enable such Eligible Shareholders to make an application in this Issue, and this
communication shall serve as an intimation to such Eligible Shareholders in this regard. Such Eligible Shareholders
are also requested to ensure that their demat account, details of which have been provided to the Company or the
Registrar account is active to facilitate the aforementioned transfer. Eligible Equity Shareholders holding Equity
Shares in physical form can update the details of their demat accounts on the website of the Registrar (i.e.,
www.purvashare.com . Such Eligible Equity Shareholders can make an Application only after the Rights Entitlements
is credited to their respective demat accounts.
Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts of
the Eligible Shareholders and the demat suspense escrow account to the Stock Exchanges after completing the
corporate action. The details of the Rights Entitlements with respect to each Eligible Shareholders can be accessed by
such respective Eligible Shareholders on the website of the Registrar after keying in their respective details along with
other security control measures implemented thereat.
PLEASE NOTE THAT CREDIT OF THE RIGHTS ENTITLEMENTS IN THE DEMAT ACCOUNT DOES
NOT, PER SE, ENTITLE THE INVESTORS TO THE RIGHTS EQUITY SHARES AND THE INVESTORS
HAVE TO SUBMIT APPLICATION FOR THE RIGHTS EQUITY SHARES ON OR BEFORE THE ISSUE
CLOSING DATE AND MAKE PAYMENT OF THE APPLICATION MONEY. FOR DETAILS, PLEASE
REFER TO THE PARAGRAPH TITLED ‘PROCEDURE FOR APPLICATION THROUGH THE ASBA
PROCESS’ AND ‘PROCEDURE FOR APPLICATION THROUGH THE R-WAP’ ON PAGES 157 AND 158,
RESPECTIVELY OF THIS DRAFT LETTER OF OFFER.
11. Fractional Entitlements
The Right Shares are being offered on a rights basis to existing Eligible Shareholders in the ratio of [●] Right Shares
for every [●] Equity Shares held as on the Record Date. As per SEBI Rights Issue Circulars, the fractional entitlements
are to be ignored. Accordingly, if the shareholding of any of the Eligible Shareholders is less than [●] Equity Shares
or is not in the multiple of [●] Equity Shares, the fractional entitlements of such Eligible Shareholders shall be ignored
by rounding down of their Rights Entitlements. However, the Eligible Shareholders whose fractional entitlements are
being ignored, will be given preferential consideration for the Allotment of one additional Rights Security if they
apply for additional Right Shares over and above their Rights Entitlements, if any, subject to availability of Right
Shares in this Issue post allocation towards Rights Entitlements applied for.
For example, if an Eligible Equity Shareholder holds [●] Equity Shares, such Equity Shareholder will be entitled to
[●] Rights Equity Share(s) and will also be given a preferential consideration for the Allotment of one additional
Rights Equity Share if such Eligible Equity Shareholder has applied for additional Right Shares, over and above his/
her Rights Entitlements, subject to availability of Right Shares in this Issue post allocation towards Rights Entitlements
applied for.
Further, the Eligible Shareholders holding less than [●] Equity Shares shall have ‘zero’ entitlement for the Right
Shares. Such Eligible Shareholders are entitled to apply for additional Right Shares and will be given preference in
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the Allotment of one Right Shares, if such Eligible Shareholders apply for additional Right Shares, subject to
availability of Right Shares in this Issue post allocation towards Rights Entitlements applied for. However, they cannot
renounce the same in favour of third parties.
12. Ranking of Equity Shares
The Right Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of the Letter of
Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the Memorandum of
Association and the Articles of Association, the provisions of the Companies Act, 2013, FEMA, the SEBI (ICDR)
Regulations, the SEBI (LODR) Regulations, and the guidelines, notifications and regulations issued by SEBI, the
Government of India and other statutory and regulatory authorities from time to time, the terms of the Listing
Agreements entered into by our Company with the Stock Exchange and the terms and conditions as stipulated in the
Allotment advice.
The Right Shares being issued and Allotted shall be subject to the provisions of the Memorandum of Association and
Articles of Association. The Right Shares shall rank pari-passu, in all respects including dividend, with our existing
Equity Shares.
The voting rights in a poll, whether present in person or by representative or by proxy shall be in proportion to the
paid-up value of the Shares held, and no voting rights shall be exercisable in respect of moneys paid in advance, if
any.
13. Trading of the Rights Entitlements
In accordance with the ASBA Circulars and SEBI Rights Issue Circulars, the Rights Entitlements credited shall be
admitted for trading on the BSE Limited under ISIN [●]. Prior to the Issue Opening Date, our Company will obtain
the approval from the BSE Limited for trading of Rights Entitlements. Investors shall be able to trade their Rights
Entitlements either through On Market Renunciation or through Off Market Renunciation. The trades through On
Market Renunciation and Off Market Renunciation will be settled by transferring the Rights Entitlements through the
depository mechanism.
The On Market Renunciation shall take place electronically on the secondary market platform of the Stock Exchanges
on T+2 rolling settlement basis, where T refers to the date of trading. The transactions will be settled on trade-for-
trade basis. The Rights Entitlements shall be tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is one Rights Entitlement.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e.,
from [●] to [●] (both days inclusive). No assurance can be given regarding the active or sustained On Market
Renunciation or the price at which the Rights Entitlements will trade. Eligible Shareholders are requested to ensure
that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited
to the demat account of the Renouncees on or prior to the Issue Closing Date. For details, see ‘Procedure for
Renunciation of Rights Entitlements – On Market Renunciation’ and ‘Procedure for Renunciation of Rights
Entitlements – Off Market Renunciation’ on page 162 of this Draft Letter of Offer.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or
before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.
14. Listing and trading of the Right Shares to be issued pursuant to this Issue
Subject to receipt of the listing and trading approvals, the Right Shares proposed to be issued on a rights basis shall
be listed and admitted for trading on the BSE Limited. Unless otherwise permitted by the SEBI (ICDR) Regulations,
the Right Shares Allotted pursuant to this Issue will be listed as soon as practicable and all steps for completion of
necessary procedures for listing and commencement of trading in the Right Shares will be taken within such period
prescribed under the SEBI (ICDR) Regulations. Our Company has received in-principle approval from the BSE
through letter bearing reference number [●] dated [●]. Our Company will apply to the BSE Limited for final approvals
for the listing and trading of the Right Shares subsequent to their Allotment. No assurance can be given regarding the
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active or sustained trading in the Right Shares or the price at which the Right Shares offered under this Issue will trade
after the listing thereof.
The Right Shares shall be listed and admitted for trading on the BSE Limited under separate ISINs for Right Shares.
The procedures for listing and trading of Right Shares shall be completed within 7 (Seven) Working Days from the
date of finalization of the Basis of Allotment.
For an applicable period, from the Call Record Date, the trading of the Right Shares would be suspended under the
applicable law. The process of corporate action for crediting the fully paid-up Right Shares to the Investors’ demat
accounts, may take such time as is customary or as prescribed under applicable law from the last date of payment of
the amount under the Call notice for the final Call.
The existing Equity Shares are listed and traded on BSE Limited bearing Scrip Code ‘PRISMX’ under ISIN
INE286N01028. The Rights Equity shall be credited to temporary ISINs which will be frozen until the receipt of the
final listing/ trading approvals from the Stock Exchange. Upon receipt of such listing and trading approvals, the Right
Shares shall be debited from such temporary ISINs and credited to the existing ISIN as fully paid up Equity share of
our company.
The listing and trading of the Right Shares issued pursuant to this Issue shall be based on the current regulatory
framework then applicable. Accordingly, any change in the regulatory regime would affect the listing and trading
schedule.
In case our Company fails to obtain listing or trading permission from the BSE Limited, we shall refund through
verifiable means/unblock the respective ASBA Accounts, the entire monies received/blocked within 4 (Four) days of
receipt of intimation from the BSE Limited, rejecting the application for listing of the Right Shares, and if any such
money is not refunded/ unblocked within 4 (Four) days after our Company becomes liable to repay it, our Company
and every director of our Company who is an officer -in-default shall, on and from the expiry of the eighth day, be
jointly and severally liable to repay that money with interest at rates prescribed under applicable law.
15. Subscription to this Issue by our Promoter and our Promoter Group
For details of the intent and extent of subscription by our Promoter and the Promoter Group, see the paragraph titled
‘Intention and extent of participation by our Promoter and Promoter Group’ under the section titled ‘Capital
Structure’ on page 42 of this Draft Letter of Offer.
16. Rights of holders of Right Shares of our Company
Subject to applicable laws, holders of the Right Shares shall have the following rights:
a. The Right Shares shall rank pari-passu with the existing Equity Shares in all respects;
b. The right to receive dividend, if declared;
c. The right to vote in person, or by proxy, except in case of Right Shares credited to the demat suspense account for
resident Eligible Shareholders;
d. The right to receive surplus on liquidation;
e. The right to free transferability of Right Shares;
f. The right to attend general meetings of our Company and exercise voting powers in accordance with law; and
g. Such other rights as may be available to a shareholder of a listed public Company under the Companies Act, 2013,
the Memorandum of Association and the Articles of Association.
Subject to applicable law and Articles of Association, holders of Right Shares shall be entitled to the above
rights in proportion to amount paid-up on such Right Shares in this Issue.
GENERAL TERMS OF THE ISSUE
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1. Market Lot
The Right Shares of our Company shall be tradable only in dematerialized form. The market lot for the Right Shares
in dematerialized mode is 1 (One) Equity Share.
2. Minimum Subscription
Pursuant to the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, our
Company is not required to achieve minimum subscription for the Rights Issue on account of the following reason:
a. Objects of the issue being other than capital expenditure for a project; and
b. Our Promoter and Promoter Group have confirmed that they will subscribe to their right entitlement, in part or to full
extent and will not renounce rights except to the extent of renunciation within the promoter group
The objects of the Rights Issue involve financing other than the financing of capital expenditure for a project.
3. Joint Holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same
as the joint holders with the benefit of survivorship subject to the provisions contained in our Articles of Association.
In case of Equity Shares held by joint holders, the Application submitted in physical mode to the Designated Branch
of the SCSBs would be required to be signed by all the joint holders (in the same order as appearing in the records of
the Depository) to be considered as valid for allotment of Right Shares offered in this Issue.
4. Nomination
Nomination facility is available in respect of the Right Shares in accordance with the provisions of the Section 72 of
the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture) Rules, 2014. Since the
Allotment is in dematerialized form, there is no need to make a separate nomination for the Right Shares to be Allotted
in this Issue. Nominations registered with the respective Depository Participants of the Investors would prevail. Any
Investor holding Equity Shares in dematerialized form and desirous of changing the existing nomination is requested
to inform its Depository Participant.
5. Arrangements for Disposal of Odd Lots
The Right Shares are traded in dematerialized form only and therefore the marketable lot is 1 (One) Equity Share and
hence no arrangements for disposal of odd lots are required.
6. Restrictions on transfer and transmission of shares and on their consolidation/splitting
There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued pursuant to
this Issue. However, the Investors should note that pursuant to provisions of the SEBI (LODR) Regulations, with
effect from April 1, 2019, except in case of transmission or transposition of securities, the request for transfer of
securities shall not be affected unless the securities are held in the dematerialized form with a depository.
7. Notices
In accordance with the SEBI (ICDR) Regulations, SEBI Rights Issue Circulars and MCA General Circular No.
21/2020, our Company will send the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and
other issue material only to the Eligible Shareholders who have provided an Indian address to our Company and who
are located in jurisdictions where the offer and sale of the Rights Entitlement or Right Shares is permitted under laws
of such jurisdiction and does not result in and may not be construed as, a public offering in such jurisdictions. In case
the Eligible Shareholders have provided their valid e-mail address, the Issue Materials will be sent only to their valid
e-mail address and in case the Eligible Shareholders have not provided their e-mail address, then the Issue Materials
will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them.
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The Letter of Offer will be provided by the Registrar to the Issue on behalf of our Company to the Eligible
Shareholders who have provided their Indian addresses to our Company and who make a request in this regard. In
case the Eligible Shareholders have provided their valid e-mail address, the Letter of Offer will be sent only to their
valid e-mail address and in case the Eligible Shareholders have not provided their email address, then the Letter of
Offer will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them.
All notices to the Eligible Shareholders required to be given by our Company shall be published in one English
language national daily newspaper with wide circulation, one Hindi language national daily newspaper with wide
circulation and one Marathi language daily newspaper with wide circulation (Marathi being the regional language of
Mumbai where our Registered Office is situated).
The Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be submitted with the Stock
Exchange for making the same available on their website.
OFFER TO NON-RESIDENT ELIGIBLE SHAREHOLDERS/INVESTORS
As per Rule 7 of the FEMA Rules, the RBI has given general permission to Indian companies to issue Right Shares
to non-resident shareholders including additional Right Shares. Further, as per the Master Direction on Foreign
Investment in India dated January 4, 2018 issued by the RBI, non-residents may, amongst other things:
1. Subscribe for additional Equity Shares over and above their Rights Entitlements;
2. Renounce the Right Shares offered to them either in full or in part thereof in favour of a person named by them; or
3. Apply for the Equity Shares renounced in their favour.
Applications received from NRIs and non-residents for allotment of Right Shares shall be, amongst other things,
subject to the conditions imposed from time to time by the RBI under FEMA in the matter of Application, refund of
Application Money, Allotment of Right Shares and issue of Rights Entitlements Letters/ letters of
Allotment/Allotment advice. If a non-resident or NRI Investor has specific approval from RBI, in connection with his
shareholding in our Company, such person should enclose a copy of such approval with the Application details and
send it to the Registrar by email on www.purvashare.com or physically/postal means at the address of the Registrar
mentioned on the cover page of this Draft Letter of Offer. It will be the sole responsibility of the investors to ensure
that the necessary approval from the RBI or the governmental authority is valid in order to make any investment in
the Issue and the Lead Manager and our Company will not be responsible for any such allotments made by relying on
such approvals.
The Abridged Letter of Offer, the Rights Entitlement Letter and Application Form shall be sent to the e-mail address
of non-resident Eligible Shareholders who have provided an Indian address to our Company or who are located in
jurisdictions where the offer and sale of the Right Shares is permitted under laws of such jurisdictions. Investors can
access the Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that the Eligible Equity
Shareholder is eligible to subscribe for the Right Shares under applicable securities laws) from the websites of the
Registrar, our Company, the Lead Manager and the Stock Exchanges. The Board of Directors may at its absolute
discretion, agree to such terms and conditions as may be stipulated by the RBI while approving the Allotment. The
Right Shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the
repatriation as are applicable to the original Equity Shares against which Right Shares are issued on rights basis.
In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened. Any
Application from a demat account which does not reflect the accurate status of the Applicant is liable to be rejected at
the sole discretion of our Company and the Lead Manager.
Please note that only resident Investors can submit an Application using the R-WAP facility.
Please also note that pursuant to Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (hereinafter referred to as ‘OCBs’) have been derecognized as an eligible class of investors and the RBI has
subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate
Bodies (OCBs)) Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of the
RBI and to obtain prior approval from RBI for applying in this Issue.
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The non-resident Eligible Shareholders can update their Indian address in the records maintained by the Registrar
through email at www.purvashare.com and our Company through email at www.gromotrade.com by submitting their
respective copies of self-attested proof of address, passport, etc.
PROCEDURE FOR APPLICATION
How to Apply
In accordance with Regulation 76 of the SEBI (ICDR) Regulations, SEBI Rights Issue Circulars and ASBA Circulars,
all Investors desiring to make an Application in this Issue are mandatorily required to use either the ASBA process or
the optional mechanism instituted only for resident Investors in this Issue, i.e., R-WAP. Investors should carefully
read the provisions applicable to such Applications before making their Application through ASBA or using the R-
WAP.
For details of procedure for application by the resident Eligible Equity Shareholders holding Equity Shares in
physical form as on the Record Date, see “Procedure for Application by Eligible Equity Shareholders holding
Equity Shares in physical form” on page 166 of this Draft Letter of Offer.
The Lead Manager, our Company, its directors, its employees, affiliates, associates and their respective directors and
officers and the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc.
in relation to Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not
uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts.
Application Form
The Application Form for the Right Shares offered as part of this Issue would be sent/ dispatched to the Eligible
Shareholders only to
(i) E-mail addresses of resident Eligible Shareholders who have provided their e-mail addresses;
(ii) Indian addresses of the resident Eligible Shareholders, on a reasonable effort basis, whose e-mail addresses are not
available with our Company or the Eligible Shareholders have not provided the valid email address to our Company;
(iii) Indian addresses of the non-resident Eligible Shareholders, on a reasonable effort basis, who have provided an Indian
address to our Company; and
(iv) E-mail addresses of foreign corporate or institutional shareholders.
The Application Form along with the Abridged Letter of Offer and the Rights Entitlement Letter shall be sent through
email or physical delivery, as applicable, at least 3 (Three) days before the Issue Opening Date.
In case of non-resident Eligible Shareholders, the Application Form along with the Abridged Letter of Offer and the
Rights Entitlement Letter shall be sent through e-mail address if they have provided an Indian address to our Company
or who are located in jurisdictions where the offer and sale of the Right Shares is permitted under laws of such
jurisdictions.
Please note that neither our Company nor the Registrar nor the Lead Manager shall be responsible for delay
in the receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form attributable to non- availability of the e-mail addresses of Eligible Shareholders or electronic
transmission delays or failures, or if the Application Forms or the Rights Entitlement Letters are delayed or
misplaced in the transit or there is a delay in physical delivery (where applicable).
To update the respective e-mail addresses/ mobile numbers in the records maintained by the Registrar or our Company,
Eligible Shareholders should visit www.purvashare.com . Investors can access the Letter of Offer, the Abridged Letter
of Offer and the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the Right
Shares under applicable securities laws) from the websites of:
(i) Our Company at www.gromotrade.com;
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(ii) The Registrar at www.purvashare.com;
(iii) The Lead Manager at www.capitalsquare.in;
(iv) The Stock Exchange at www.bseindia.com;
(v) The Registrar’s web-based application platform (‘R-WAP’) at www.purvashare.com
The Eligible Shareholders can obtain the details of their respective Rights Entitlements from the website of the
Registrar at www.purvashare.com by entering their DP-ID and Client-ID or Folio Number (in case of resident Eligible
Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also be available
on the website of our Company at www.gromotrade.com .
The Application Form can be used by the Eligible Shareholders as well as the Renouncees, to make Applications in
this Issue on the basis of the Rights Entitlements credited in their respective demat accounts or demat suspense escrow
account, as applicable. Please note that one single Application Form shall be used by the Investors to make
Applications for all Rights Entitlements available in a particular demat account or entire respective portion of the
Rights Entitlements in the demat suspense escrow account in case of resident Eligible Shareholders holding shares in
physical form as on Record Date and applying in this Issue, as applicable.
In case of Investors who have provided details of demat account in accordance with the SEBI (ICDR) Regulations,
such Investors will have to apply for the Right Shares from the same demat account in which they are holding the
Rights Entitlements and in case of multiple demat accounts, the Investors are required to submit a separate Application
Form for each demat account.
Investors may accept this Issue and apply for the Right Shares by:
(i) Submitting the Application Form to the Designated Branch of the SCSB or online/electronic Application through the
website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts, or
(ii) Filling the online Application Form available on R-WAP and make online payment using the internet banking or UPI
facility from their own bank account thereat. Please note that Applications made with payment using third party
bank accounts are liable to be rejected.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein:
(i) The ASBA Account (in case of Application through ASBA process) in which an amount equivalent to the amount
payable on Application as stated in the Application Form will be blocked by the SCSB; or
(ii) The requisite internet banking or UPI details (in case of Application through R-WAP, which is available only for
resident Investors).
Please note that Applications without depository account details shall be treated as incomplete and shall be
rejected, except in case of Eligible Equity Shareholders who hold Equity Shares in physical form and are
applying in this Issue in accordance with the SEBI Rights Issue Circulars through R-WAP.
Applicants should note that they should very carefully fill-in their depository account details and PAN number
in the Application Form or while submitting application through online/electronic Application through the
website of the SCSBs (if made available by such SCSB) and R-WAP. Incorrect depository account details or
PAN number could lead to rejection of the Application. For details see ‘Grounds for Technical Rejection’ on
page 171 of this Draft Letter of Offer. Our Company, the Lead Manager, the Registrar and the SCSB shall
not be liable for any incorrect demat details provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI (ICDR) Regulations, Investors may choose to accept the offer to
participate in this Issue by making an Application that is available on the website of the Registrar, Stock Exchanges,
and Lead Manager or on a plain paper with the same details as per the Application Form available online. Please note
that Eligible Shareholders making an application in this Issue by way of plain paper applications shall not be permitted
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to renounce any portion of their Rights Entitlements. For details, see ‘Application on Plain Paper under ASBA
process’ on page 163 of this Draft Letter of Offer.
OPTIONS AVAILABLE TO THE ELIGIBLE SHAREHOLDERS
The Rights Entitlement Letter will clearly indicate the number of Right Shares that the Eligible Equity Shareholder is
entitled to.
If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:
1. Apply for its Right Shares to the full extent of its Rights Entitlements; or
2. Apply for its Right Shares to the extent of part of its Rights Entitlements (without renouncing the other part); or
3. Apply for Right Shares to the extent of part of its Rights Entitlements and renounce the other part of its Rights
Entitlements; or
4. Apply for its Right Shares to the full extent of its Rights Entitlements and apply for additional Right Shares; or
5. Renounce its Rights Entitlements in full.
PROCEDURE FOR APPLICATION THROUGH THE ASBA PROCESS
An investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank
account with an SCSB, prior to making the Application. Investors desiring to make an Application in this Issue through
ASBA process, may submit the Application Form to the Designated Branch of the SCSB or online/electronic
Application through the website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form, or have otherwise provided an
authorization to the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the
Application Money mentioned in the Application Form, as the case may be, at the time of submission of the
Application.
Self-Certified Syndicate Banks
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details on
Designated Branches of SCSBs collecting the Application Form, please refer the above-mentioned link.
Please note that subject to SCSBs complying with the requirements of SEBI Circular bearing reference number
‘CIR/CFD/DIL/13/2012’ dated September 25, 2012 within the periods stipulated therein, ASBA Applications may be
submitted at the Designated Branches of the SCSBs, in case of Applications made through ASBA facility.
Procedure for Application through the R-WAP
Resident Investors, making an Application through R-WAP, shall make online payment using internet banking or UPI
facility. Prior to making an Application, such Investors should enable the internet banking or UPI facility of their
respective bank accounts and such Investors should ensure that the respective bank accounts have sufficient funds.
Our Company, the Registrar and the Lead Manager shall not be responsible if the Application is not successfully
submitted or rejected during Basis of Allotment on account of failure to be in compliance with the same. R-WAP
facility will be operational from the Issue Opening Date. For risks associated with the R-WAP process, see the risk
factor ‘The R-WAP payment mechanism facility proposed to be used for this Issue may be exposed to risks,
including risks associated with payment gateways’ on page 26 of this Draft Letter of Offer.
Set out below is the procedure followed using the R-WAP
1. Resident Investors should visit R-WAP accessible at www.purvashare.com and fill the online Application Form
available on R-WAP in electronic mode. Please ensure to provide correct DP-ID, Client-ID, Folio number (only for
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resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record date, PAN details and
all other details sought for while submitting the online Application Form;
2. Non-resident Investors are not eligible to apply in this Issue through R-WAP and only resident Investors are eligible
to apply in this Issue through R-WAP;
3. The Investors should ensure that Application process is verified through the email / mobile number. Post due
verification, the Investors can obtain details of their respective Rights Entitlements and apply in this Issue by filling
up the online Application Form which, among others, will require details of total number of Right Shares to be applied
for. Please note that the Application Money will be determined based on number of Right Shares applied for;
4. The Investors who are Renouncees should select the category of ‘Renouncee’ at the application page of R-WAP and
provide DP ID, Client ID, PAN and other required demographic details for validation. The Renouncees shall also be
required to provide the required Application details, such as total number of Right Shares to be applied for. A
Shareholder who has purchased Rights Entitlement from the Stock Exchanges or through off-market transaction,
should select ‘Eligible Equity Shareholder’ category;
5. The Investors shall make online payment using internet banking or UPI facility from their own bank account only.
Such Application Money will be adjusted for either Allotment or refund. Applications made using payment from third
party bank accounts will be rejected. Prior to making an Application, the Investors should enable the internet banking
or UPI facility of their respective bank accounts and the Investors should ensure that the respective bank accounts
have sufficient funds. If the funds available in the bank account are less than total amount payable on submission of
online Application Form, such Application shall be rejected. Please note that R-WAP is a non-cash mode mechanism
in accordance with the SEBI Rights Issue Circulars;;
6. Verification in respect of Application through Investors’ own bank account, shall be done through the latest beneficial
position data of our Company containing Investor’s bank account details, beneficiary account details provided to the
depository, penny drop, cancelled cheese for joint holder verification and such other industry accepted and tested
methods for online payment.
7. The Application Money collected through Applications made on the R-WAP will be credited to the Escrow Account,
opened by our Company with the Escrow Collection Bank.
ACCEPTANCE OF THIS ISSUE
Investors may accept this Issue and apply for the Right Shares:
1. Submitting the Application Form to the Designated Branch of the SCSB or online/electronic Application through the
website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts, or
2. Filling the online Application Form available on R-WAP and make online payment using their internet banking or
UPI facility from their own bank account thereat.
Please note that on the Issue Closing Date:
1. Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such extended time
as permitted by the BSE Limited, and
2. The R-WAP facility will be available until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by
the Stock Exchanges.
Applications submitted to anyone other than the Designated Branches of the SCSB or using R-WAP are liable
to be rejected.
Investors can also make Application on plain paper under ASBA process mentioning all necessary details as
mentioned under the section ‘Application on Plain Paper under ASBA processes on page 163 of this Draft Letter of
Offer.
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ADDITIONAL RIGHT SHARES
Investors are eligible to apply for additional Right Shares over and above their Rights Entitlements, provided that they
are eligible to apply for Right Shares under applicable law and they have applied for all the Right Shares forming part
of their Rights Entitlements without renouncing them in whole or in part. The Rights Entitlements comprise of 1
Rights Equity. Where the number of additional Right Shares applied for exceeds the number available for Allotment,
the Allotment would be made as per the Basis of Allotment finalized in consultation with the Designated Stock
Exchange. Applications for additional Right Shares shall be considered and Allotment shall be made in accordance
with the SEBI (ICDR) Regulations and in the manner prescribed under the section ‘Basis of Allotment’ on page 174
of this Draft Letter of Offer.
Eligible Shareholders who renounce their Rights Entitlements cannot apply for additional Right Shares.
Pursuant to the ASBA Circulars, resident Eligible Equity Shareholders who hold Equity Shares in physical form as
on the Record Date cannot renounce until the details of their demat account are provided to our Company or the
Registrar and the dematerialized Rights Entitlements are transferred from suspense escrow demat account to the
respective demat accounts of such Eligible Equity Shareholders within prescribed timelines. However, such Eligible
Equity Shareholders, where the dematerialized Rights Entitlements are transferred from the suspense escrow demat
account to the respective demat accounts within prescribed timelines, can apply for additional Rights Equity Shares
while submitting the Application through ASBA process or using the R-WAP facility.
PROCEDURE FOR RENUNCIATION OF RIGHTS ENTITLEMENTS
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts, either in full or in
part (a) by using the secondary market platform of the Stock Exchanges; or (b) through an off -market transfer, during
the Renunciation Period. Such renunciation shall result in renouncement of the Right Shares. The Investors should
have the demat Rights Entitlements credited/lying in his/her own demat account prior to the renunciation. The trades
through On Market Renunciation and Off Market Renunciation will be settled by transferring the Rights Entitlements
through the depository mechanism.
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the Rights
Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or stockbroker
regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be levied for trading in
Rights Entitlements.
THE LEAD MANAGER AND OUR COMPANY ACCEPT NO RESPONSIBILITY TO BEAR OR PAY ANY
COST, APPLICABLE TAXES, CHARGES, AND EXPENSES (INCLUDING BROKERAGE), AND SUCH
COSTS WILL BE INCURRED SOLELY BY THE INVESTORS.
PLEASE NOTE THAT THE RIGHTS ENTITLEMENTS WHICH ARE NEITHER RENOUNCED NOR
SUBSCRIBED BY THE INVESTORS ON OR BEFORE THE ISSUE CLOSING DATE SHALL LAPSE AND
SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE.
(i) On Market Renunciation
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts by trading/selling
them on the secondary market platform of the Stock Exchanges through a registered stock broker in the same manner
as the existing Equity Shares of our Company.
In this regard, in terms of provisions of the SEBI (ICDR) Regulations and the SEBI Rights Issue Circulars, the Rights
Entitlements credited to the respective demat accounts of the Eligible Shareholders shall be admitted for trading on
the Stock Exchanges under the ISIN that shall be allotted for the Rights Entitlement subject to requisite approvals.
The details for trading in Rights Entitlements will be as specified by the Stock Exchanges from time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights Entitlements is
one Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e.,
from [●] to [●] (both days inclusive).
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The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so through
their registered stock brokers by quoting the ISIN [●] (for Rights Entitlement) that shall be allotted for the Rights
Entitlement and indicating the details of the Rights Entitlements they intend to sell. The Investors can place order for
sale of Rights Entitlements only to the extent of Rights Entitlements available in their demat account.
The On Market Renunciation shall take place electronically on secondary market platform of BSE under automatic
order matching mechanism and on ‘T+2 rolling settlement bases, where ‘T’ refers to the date of trading. The
transactions will be settled on trade-for-trade basis. Upon execution of the order, the stock broker will issue a contract
note in accordance with the requirements of the Stock Exchanges and the SEBI.
(ii) Off Market Renunciation
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts by way of an off-
market transfer through a depository participant. The Rights Entitlements can be transferred in dematerialized form
only.
Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue
Closing Date.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so
through their depository participant by issuing a delivery instruction slip quoting the ISIN (for Rights Entitlement)
that shall be allotted for the Rights Entitlement, the details of the buyer and the details of the Rights Entitlements they
intend to transfer. The buyer of the Rights Entitlements (unless already having given a standing receipt instruction)
has to issue a receipt instruction slip to their depository participant. The Investors can transfer Rights Entitlements
only to the extent of Rights Entitlements available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository
participants. The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by
the NSDL and CDSL from time to time.
APPLICATION ON PLAIN PAPER UNDER ASBA PROCESS
An Eligible Equity Shareholder who is eligible to apply under the ASBA process may make an Application to
subscribe to this Issue on plain paper. An Eligible Equity Shareholder shall submit the plain paper Application to the
Designated Branch of the SCSB for authorizing such SCSB to block Application Money in the said bank account
maintained with the same SCSB.
Applications on plain paper will not be accepted from any address outside India. Please note that the Eligible
Shareholders who are making the Application on plain paper shall not be entitled to renounce their Rights Entitlements
and should not utilize the Application Form for any purpose including renunciation even if it is received subsequently.
PLEASE NOTE THAT APPLICATION ON PLAIN PAPER CANNOT BE SUBMITTED THROUGH R-
WAP.
The application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same
order and as per specimen recorded with his bank, must reach the office of the Designated Branch of the SCSB before
the Issue Closing Date and should contain the following particulars:
(i) Name of our Company, being ‘Prismx Global Ventures Limited’;
(ii) Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per specimen
recorded with our Company or the Depository);
(iii) Registered Folio No./DP and Client ID No.;
(iv) Number of Equity Shares held as on Record Date;
(v) Allotment option – only dematerialized form;
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(vi) Number of Right Shares entitled to;
(vii) Total number of Right Shares applied for;
(viii) Number of additional Right Shares applied for, if any;
(ix) Total number of Right Shares applied for;
(x) Total amount paid at the rate of ₹[●]/- for Right Shares issued in one Rights Entitlement;
(xi) Details of the ASBA Account such as the account number, name, address and branch of the relevant SCSB;
(xii) In case of non-resident Eligible Shareholders making an application with an Indian address, details of the
NRE/FCNR/NRO Account such as the account number, name, address, branch of the SCSB with which the account
is maintained and a copy of the RBI approval obtained pursuant to Rule 7 of the FEMA Rules.
(xiii) Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials
appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of
joint names, irrespective of the total value of the Right Shares applied for pursuant to this Issue;
(xiv) Authorization to the Designated Branch of the SCSB to block an amount equivalent to the Application Money in the
ASBA Account;
(xv) Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and order as
they appear in the records of the SCSB); and
(xvi) In addition, all such Eligible Shareholders are deemed to have accepted the following:
“I/ We understand that neither the Rights Entitlement nor the Equity Shares have been, or will be, registered under the
United States Securities Act of 1933, as amended (the “US Securities Act”) or any United States state securities laws,
and may not be offered, sold, resold or otherwise transferred within the United States or to the territories or possessions
thereof (the “United States”) except in a transaction exempt from, or not subject to, the registration requirements of
the US Securities Act. I/ we understand the offering to which this application relates is not, and under no circumstances
is to be construed as, an offering of any Equity Shares or Rights Entitlement for sale in the United States, or as a
solicitation therein of an offer to buy any of the said Equity Shares or Rights Entitlement in the United States.
Accordingly, I/ we understand that this application should not be forwarded to or transmitted in or to the United States
at any time. I/ we understand that none of the Company, the Registrar, the Lead Managers or any other person acting
on behalf of the Company will accept subscriptions from any person, or the agent of any person, who appears to be,
or who we, the Registrar, the Lead Managers or any other person acting on behalf of the Company has reason to
believe is in the United States, or if such person is outside India and the United States, such person is not a corporate
shareholder, or is ineligible to participate in the Issue under the securities laws of their jurisdiction. I/ We will not
offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any jurisdiction or under any
circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer,
sale or invitation except under circumstances that will result in compliance with any applicable laws or regulations.
We satisfy, and each account for which we are acting satisfies, all suitability standards for investors in investments of
the type subscribed for herein imposed by the jurisdiction of our residence.
I/ We understand and agree that the Rights Entitlement and Equity Shares may not be reoffered, resold, pledged or
otherwise transferred except in an offshore transaction in compliance with Regulation S under the US Securities Act
(hereinafter referred to as ‘Regulation S’), or otherwise pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act. I/We (i) am/are, and the person, if any, for whose account
I/we am/are acquiring such Rights Entitlement, and/or the Equity Shares, is/are outside the United States, and (ii)
is/are acquiring the Rights Entitlement and/or the Equity Shares in an offshore transaction meeting the requirements
of Regulation S.
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I/ We acknowledge that the Company, the Lead Managers, their affiliates and others will rely upon the truth and
accuracy of the foregoing representations and agreements.” In cases where multiple Application Forms are submitted
for Applications pertaining to Rights Entitlements credited to the same demat account or in demat suspense escrow
account, including cases where an Investor submits Application Forms along with a plain paper Application, such
Applications shall be liable to be rejected. Investors are requested to strictly adhere to these instructions. Failure to do
so could result in an Application being rejected, with our Company, the Lead Manager and the Registrar not having
any liability to the Investor. The plain paper Application format will be available on the website of the Registrar at
www.purvashare.com.
I/ We acknowledge that Our Company, the Lead Manager and the Registrar shall not be responsible if the Applications
are not uploaded by SCSB or funds are not blocked in the Investors’ ASBA Accounts on or before the Issue Closing
Date.
MODE OF PAYMENT
All payments against the Application Forms shall be made only through
1. ASBA facility; or
2. Internet banking or UPI facility if applying through R-WAP.
The Registrar will not accept any payments against the Application Forms, if such payments are not made through
ASBA facility or internet banking or UPI facility if applying through R-WAP.
In case of Application through ASBA facility, the Investor agrees to block the entire amount payable on Application
with the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the amount
payable on Application, in the Investor’s ASBA Account.
After verifying that sufficient funds are available in the ASBA Account, details of which are provided in the
Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned in the Application
Form until the Transfer Date. On the Transfer Date, upon receipt of intimation from the Registrar, pursuant to the
finalization of the Basis of Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such
amount as per the Registrar’s instruction from the ASBA Account into the Allotment Account which shall be a
separate bank account maintained by our Company, other than the bank account referred to in sub-section (3) of
Section 40 of the Companies Act, 2013. The balance amount remaining after the finalization of the Basis of Allotment
on the Transfer Date shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the
Registrar to the respective SCSB. The Investors would be required to give instructions to the respective SCSBs to
block the entire amount payable on their Application at the time of the submission of the Application Form.
For details of mode of payment in case of Application through R-WAP, please see ‘Procedure for Application
through R-WAP’ on page 160 of this Draft Letter of Offer.
1. Mode of payment for Resident Investors
All payments on the Application Forms shall be made only through ASBA facility or internet banking or UPI facility
if applying through R-WAP. Applicants are requested to strictly adhere to these instructions.
2. Mode of payment for non-resident Investors
As regards the Application by non-resident Investors, the following conditions shall apply:
(i) Individual non-resident Indian Applicants who are permitted to subscribe to Right Shares by applicable local securities
laws can obtain Application Forms on the websites of the Registrar, our Company and the Lead Manager;
Note: In case of non-resident Eligible Shareholders, the Abridged Letter of Offer, the Rights Entitlement Letter and
the Application Form shall be sent to (i) the Indian addresses of the non-resident Eligible Shareholders, on a
reasonable effort basis, who have provided an Indian address to our Company; and (ii) the e-mail addresses of the
foreign corporate or institutional shareholders.
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The Letter of Offer will be provided by the Registrar on behalf of our Company or the Lead Manager to the Eligible
Shareholders at (i) the Indian addresses of the non-resident Eligible Shareholders, on a reasonable effort basis, who
have provided an Indian address to our Company; and (ii) the e-mail addresses of the foreign corporate or
institutional shareholders, in each case who make a request in this regard.
(ii) Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer or sale of the
Rights Entitlements and Right Shares may be restricted by applicable securities laws;
(iii) Payment by non-residents must be made only through ASBA facility and using permissible accounts in accordance
with FEMA, FEMA Rules and requirements prescribed by the RBI;
Notes
(i) In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Right
Shares can be remitted outside India, subject to tax, as applicable according to the Income-tax Act;
(ii) In case Right Shares are Allotted on a non-repatriation basis, the dividend and sale proceeds of the Right Shares cannot
be remitted outside India;
(iii) In case of an Application Form received from non-residents, Allotment, refunds and other distribution, if any, will be
made in accordance with the guidelines and rules prescribed by the RBI as applicable at the time of making such
Allotment, remittance and subject to necessary approvals;
(iv) Application Forms received from non-residents/ NRIs, or persons of Indian origin residing abroad for Allotment of
Right Shares shall, amongst other things, be subject to conditions, as may be imposed from time to time by RBI under
FEMA, in respect of matters including Refund of Application Money and Allotment;
(v) In the case of NRIs who remit their Application Money from funds held in FCNR/NRE Accounts, refunds and other
disbursements, if any shall be credited to such account;
(vi) Non-resident Renouncees who are not Eligible Shareholders must submit regulatory approval for applying for
additional Right Shares;
APPLICATION BY ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORM
Please note that in accordance with Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI Rights Issue
Circulars, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized
form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date and
desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish the details of their demat account
to the Registrar or our Company at least two Working Days prior to the Issue Closing Date, to enable the credit of
their Rights Entitlements in their respective demat accounts at least one day before the Issue Closing Date. In the
event, the relevant details of the demat accounts of such Eligible Equity Shareholders are not received during the Issue
Period, then their Rights Entitlements kept in the suspense escrow demat account shall lapse.
Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders, among others,
who hold Equity Shares in physical form, and whose demat account details are not available with our Company or the
Registrar, shall be credited in a demat suspense escrow account opened by our Company.
To update respective email addresses/ mobile numbers in the records maintained by the Registrar or our Company,
Eligible Equity Shareholders should visit www.purvashare.com .
Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened their
demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:
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a) The Eligible Equity Shareholders shall send a letter to the Registrar to the Issue containing the name(s), address,
e-mail address, contact details and the details of their demat account along with copy of self-attested PAN and
self-attested client master sheet of their demat account either by e-mail, post, speed post, courier, or hand delivery
so as to reach to the Registrar to the Issue no later than two Working Days prior to the Issue Closing Date. The
Eligible Equity Shareholders are encouraged to send the details by e-mail due to lockdown and restrictions
imposed due to current pandemic COVID-19;
b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of such
Eligible Equity Shareholders to their demat accounts at least one day before the Issue Closing Date;
c) The Eligible Equity Shareholders can access the Application Form from:
• Our Company at www.gromotrade.com;
• The Registrar to the Issue at www.purvashare.com;
• The Lead Manager at www.capitalsquare.in;
• The Stock Exchange at www.bseindia.com ;
• The Registrar to the Issue’s web-based application platform (“R-WAP”) at www.purvashare.com;
Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of the
Registrar to the Issue www.purvashare.com by entering their DP ID and Client ID or Folio Number (in case of Eligible
Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also be available
on the website of our Company www.gromotrade.com;.
d) The Eligible Equity Shareholders shall, on or before the Issue Closing Date, (i) submit the Application Form to
the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made
available by such SCSB) for authorizing such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts, or (ii) fill the online Application Form available on R-WAP and make online
payment using their internet banking or UPI facility from their own bank account thereat.
PLEASE NOTE THAT NON-RESIDENT ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY
SHARES IN PHYSICAL FORM AS ON RECORD DATE AND WHO HAVE NOT FURNISHED THE
DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR OR OUR COMPANY AT
LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE
TO MAKE AN APPLICATION FOR RIGHTS EQUITY SHARES AGAINST THEIR RIGHTS
ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES HELD IN PHYSICAL FORM.
ALLOTMENT OF THE RIGHT SHARES IN DEMATERIALIZED FORM
PLEASE NOTE THAT THE RIGHT SHARES APPLIED FOR IN THIS ISSUE CAN BE ALLOTTED ONLY
IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH OUR
EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE. FOR DETAILS, SEE
‘ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS’ ON PAGE 175 OF THIS
DRAFT LETTER OF OFFER.
GENERAL INSTRUCTIONS FOR INVESTORS
1. Please read this Draft Letter of Offer carefully to understand the Application process and applicable settlement
process;
2. Please read the instructions on the Application Form sent to you;
3. The Application Form can be used by both the Eligible Shareholders and the Renouncees;
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4. Application should be made only through the ASBA facility or using R-WAP;
5. Application should be complete in all respects. The Application Form found incomplete with regard to any of the
particulars required to be given therein, and/or which are not completed in conformity with the terms of the Letter of
Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form are liable to be rejected.
The Application Form must be filled in English;
6. In case of non-receipt of Application Form, Application can be made on plain paper mentioning all necessary details
as mentioned under the section ‘Application on Plain Paper under ASBA processes on page 163 of this Draft Letter
of Offer;
7. In accordance with Regulation 76 of the SEBI (ICDR) Regulations, SEBI Rights Issue Circulars and ASBA Circulars,
all Investors desiring to make an Application in this Issue are mandatorily required to use either the ASBA process or
the optional mechanism instituted only for resident Investors in this Issue, i.e., R-WAP. Investors should carefully
read the provisions applicable to such Applications before making their Application through ASBA or using the R-
WAP;
8. An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank
account with an SCSB, prior to making the Application.
9. In case of Application through R-WAP, the Investors should enable the internet banking or UPI facility of their
respective bank accounts;
10. Applications should be (i) submitted to the Designated Branch of the SCSB or made online/electronic through the
website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts, or (ii) filled on the R-WAP. Please note that on the
Issue Closing Date, (i) Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time)
or such extended time as permitted by the Stock Exchanges, and (ii) the R-WAP facility will be available until 5.00
p.m. (Indian Standard Time) or such extended time as permitted by the BSE Limited;
11. Applications should not be submitted to the Bankers to the Issue or Escrow Collection Bank (assuming that such
Escrow Collection Bank is not an SCSB), our Company or the Registrar or the Lead Manager;
12. In case of Application through ASBA facility, Investors are required to provide necessary details, including details of
the ASBA Account, authorization to the SCSB to block an amount equal to the Application Money in the ASBA
Account mentioned in the Application Form;
13. All Applicants, and in the case of Application in joint names, each of the joint Applicants, should mention their PAN
allotted under the Income-tax Act, irrespective of the amount of the Application. Except for Applications on behalf of
the Central or the State Government, the residents of Sikkim and the officials appointed by the courts, Applications
without PAN will be considered incomplete and are liable to be rejected. With effect from August 16, 2010, the
demat accounts for Investors for which PAN details have not been verified shall be “suspended for credit” and no
Allotment and credit of Right Shares pursuant to this Issue shall be made into the accounts of such Investors. Further,
in case of Application in joint names, each of the joint Applicants should sign the Application Form.
14. In case of Application through ASBA facility, all payments will be made only by blocking the amount in the ASBA
Account. Furthermore, in case of Applications submitted using the R-WAP facility, payments shall be made using
internet banking or UPI facility. Cash payment or payment by cheque or demand draft or pay order or NEFT or RTGS
or through any other mode is not acceptable for application through ASBA process. In case payment is made in
contravention of this, the Application will be deemed invalid and the Application Money will be refunded and no
interest will be paid thereon;
15. For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either in English or
Hindi or in any other language specified in the Eighth Schedule to the Constitution of India. Signatures other than in
any such language or thumb impression must be attested by a Notary Public or a Special Executive Magistrate under
his/her official seal. The Investors must sign the Application as per the specimen signature recorded with the SCSB;
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16. In case of joint holders and physical Applications through ASBA process, all joint holders must sign the relevant part
of the Application Form in the same order and as per the specimen signature(s) recorded with the SCSB. In case of
joint Applicants, reference, if any, will be made in the first Applicant’s name and all communication will be addressed
to the first Applicant;
17. All communication in connection with Application for the Right Shares, including any change in address of the
Eligible Shareholders should be addressed to the Registrar prior to the date of Allotment in this Issue quoting the name
of the first/sole Applicant, folio numbers/DP ID and Client ID and Application Form number, as applicable; In case
of any change in address of the Eligible Shareholders, the Eligible Shareholders should also send the intimation for
such change to the respective depository participant, or to our Company or the Registrar in case of Eligible Equity
Shareholders holding Shares in physical form;
18. Please note that subject to SCSBs complying with the requirements of SEBI Circular bearing reference number
‘CIR/CFD/DIL/13/2012 dated September 25, 2012’ within the periods stipulated therein, Applications made through
ASBA facility may be submitted at the Designated Branches of the SCSBs. Application through ASBA facility in
electronic mode will only be available with such SCSBs who provide such facility;
19. In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 02, 2013, it is clarified that for making applications
by banks on their own account using ASBA facility, SCSBs should have a separate account in own name with any
other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making application in public/
rights issues and clear demarcated funds should be available in such account for ASBA applications;
20. Investors are required to ensure that the number of Right Shares applied for by them do not exceed the prescribed
limits under the applicable law;
21. An Applicant being an OCB is required not to be under the adverse notice of the RBI and must submit approval from
RBI for applying in this Issue;
Do’s:
1. Ensure that the Application Form and necessary details are filled in. In place of Application number, Investors can
mention the reference number of the e-mail received from Registrar informing about their Rights Entitlement or last
eight digits of the demat account. Alternatively, SCSBs may mention their internal reference number in place of
application number;
2. Except for Application submitted on behalf of the Central or the State Government, residents of Sikkim and the
officials appointed by the courts, each Applicant should mention their PAN allotted under the Income-tax Act;
3. Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and occupation
(“Demographic Details”) are updated, true and correct, in all respects;
4. Investors should provide correct DP-ID and client-ID/ folio number while submitting the Application. Such DP-ID
and Client-ID/ folio number should match the demat account details in the records available with Company and/or
Registrar, failing which such Application is liable to be rejected. Investor will be solely responsible for any error or
inaccurate detail provided in the Application. Our Company, the Lead Manager, SCSBs or the Registrar will not be
liable for any such rejections.
Don’ts:
1. Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your jurisdiction;
2. Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;
3. Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical Application;
4. Do not pay the Application Money in cash, by money order, pay order or postal order;
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5. Do not submit multiple Applications.
Do’s for Investors applying through ASBA:
1. Ensure that the details about your Depository Participant and beneficiary account are correct and the beneficiary
account is activated as the Right Shares will be Allotted in the dematerialized form only;
2. Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the correct bank
account have been provided in the Application;
3. Ensure that there are sufficient funds (equal to {number of Right Shares (including additional Right Shares) applied
for} X {Application Money of Right Shares}) available in ASBA Account mentioned in the Application Form before
submitting the Application to the respective Designated Branch of the SCSB;
4. Ensure that you have authorized the SCSB for blocking funds equivalent to the total amount payable on application
mentioned in the Application Form, in the ASBA Account, of which details are provided in the Application and have
signed the same;
5. Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the Application is
made through that SCSB providing ASBA facility in such location;
6. Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission of the
Application Form on a plain paper Application;
7. Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary
account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that
the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear
in the Application Form and the Rights Entitlement Letter;
Do’s for Investors applying through R-WAP:
2. Ensure that the details of the correct bank account have been provided while making payment along with submission
of the Application;
3. Ensure that there are sufficient funds (equal to {number of Right Shares (including additional Right Shares) applied
for} X {Application Money of Right Shares}) available in the bank account through which payment is made using
the R-WAP;
4. Ensure that you make the payment towards your application through your bank account only and not use any third
party bank account for making the payment. In case you are using a bank account which is not linked with your demat
account, please make sure to attach a copy of cheque at the time of submitting the Application;.
5. Ensure that you receive a confirmation email on successful transfer of funds;
6. Ensure you have filled in correct details of PAN, folio number, DP ID and Client ID, as applicable, and all such other
details as may be required;
7. Ensure that you receive an acknowledgement from the R-WAP for your submission of the Application;
Don’ts for Investors applying through ASBA:
1. Do not apply if you are not eligible to participate in this Issue under the securities laws applicable to your jurisdiction;
2. Do not submit the Application Form after you have submitted a plain paper Application to a Designated Branch of the
SCSB or vice versa;
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3. Do not send your physical Application to the Lead Manager, the Registrar, the Escrow Collection Bank (assuming
that such Escrow Collection Bank is not an SCSB), a branch of the SCSB which is not a Designated Branch of the
SCSB or our Company; instead submit the same to a Designated Branch of the SCSB only;
4. Do not instruct the SCSBs to unblock the funds blocked under the ASBA process;
Don’ts for Investors applying through R-WAP:
1. Do not apply from bank account of third parties;
2. Do not apply if you are a non-resident Investor;
3. Do not apply from non-resident account;
4. Do not apply from corporate account;
Grounds for Technical Rejection
Applications made in this Issue are liable to be rejected on the following grounds:
1. DP-ID and Client-ID mentioned in Application not matching with the DP-ID and Client ID records available with the
Registrar;
2. Sending an Application to the Lead Manager, Registrar, Escrow Collection Banks (assuming that such Escrow
Collection Bank is not a SCSB), to a branch of a SCSB which is not a Designated Branch of the SCSB or our Company;
3. Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application Money;
4. Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen pursuant to
regulatory orders;
5. Account holder not signing the Application or declaration mentioned therein;
6. Submission of more than one Application Forms for Rights Entitlements available in a particular demat account;
7. Multiple Application Forms, including cases where an Investor submits Application Forms along with a plain paper
Application;
8. Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or State Government,
the residents of Sikkim and the officials appointed by the courts);
9. Applications by persons not competent to contract under the Indian Contract Act, 1872, except Applications by minors
having valid demat accounts as per the demographic details provided by the Depositories;
10. Applications by SCSB on own account, other than through an ASBA Account in its own name with any other SCSB;
11. Application Forms which are not submitted by the Investors within the time periods prescribed in the Application
Form and this Draft Letter of Offer;
12. Physical Application Forms not duly signed by the sole or joint Investors;
13. Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, and money order, postal
order or outstation demand drafts;
14. If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim relief then
failure to attach a copy of such SEBI order allowing the Investor to subscribe to their Rights Entitlements;
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15. Applications which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from
or dispatched from the United States (other than from persons in the United States who are U.S. QIBs) or other
jurisdictions where the offer and sale of the Right Shares is not permitted under laws of such jurisdictions; (ii) does
not include the relevant certifications set out in the Application Form, including to the effect that the person submitting
and/or renouncing the Application Form is (a) outside India and the United States and is a foreign corporate or
institutional shareholder eligible to subscribe for the Rights Equity Share under the applicable securities laws or (b) a
U.S. QIB in the United States, and in each case such person is complying with laws of jurisdictions applicable to such
person in connection with this Issue; or (iii) where either a registered Indian address is not provided or where our
Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements;
and our Company shall not be bound to issue or allot any Right Shares in respect of any such Application Form;
16. Applications which have evidence of being executed or made in contravention of applicable securities laws;
17. Details of PAN mentioned in the Application does not match with the PAN records available with the Registrar;
18. Applications by a non-resident without the approval from RBI with respect to Rule 7 of the FEMA Rules;
Applications under the R-WAP process are liable to be rejected on the following grounds (in addition to above
applicable grounds):
1. Applications by non-resident Investors;
2. Payment from third party bank accounts;
Our Company may, in consultation with the Lead Managers and Designated Stock Exchange, decide to relax any of
the grounds of technical rejection mentioned hereinabove.
DEPOSITORY ACCOUNT AND BANK DETAILS FOR INVESTORS HOLDING SHARES IN DEMAT
ACCOUNTS AND APPLYING IN THIS ISSUE
IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY
THROUGH THE ASBA PROCESS OR THROUGH THE R-WAP PROCESS (AVAILABLE ONLY FOR
RESIDENT INVESTORS), TO RECEIVE THEIR RIGHT SHARES DEMATERIALISED FORM AND TO
THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES
ARE HELD BY THE INVESTOR AS ON THE RECORD DATE. ALL INVESTORS APPLYING UNDER
THIS ISSUE SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DP-ID AND
BENEFICIARY ACCOUNT NUMBER/ FOLIO NUMBER IN THE APPLICATION FORM. INVESTORS
MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS
THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM
IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS
ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY
APPEAR IN THE APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS THE CASE MAY BE.
Investors applying under this Issue should note that on the basis of name of the Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the
Application Form or the plain paper Applications, as the case may be, the Registrar will obtain Demographic
Details from the Depository. Hence, Investors applying under this Issue should carefully fill in their Depository
Account details in the Application.
These Demographic Details would be used for all correspondence with such Investors including mailing of the letters
intimating unblocking of bank account of the respective Investor and/or refund. The Demographic Details given by
the Investors in the Application Form would not be used for any other purposes by the Registrar. Hence, Investors are
advised to update their Demographic Details as provided to their Depository Participants.
By signing the Application Forms, the Investors would be deemed to have authorized the Depositories to provide,
upon request, to the Registrar, the required Demographic Details as available on its records.
The Allotment advice and the email intimating unblocking of ASBA Account or refund (if any) would be
emailed to the address of the Investor as per the email address provided to our Company or the Registrar or
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Demographic Details received from the Depositories. The Registrar will give instructions to the SCSBs for
unblocking funds in the ASBA Account to the extent Right Shares are not Allotted to such Investor. Please note
that any such delay shall be at the sole risk of the Investors and none of our Company, the SCSBs, Registrar or
the Lead Manager shall be liable to compensate the Investor for any losses caused due to any such delay or be
liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that match three parameters, (a) names of the
Investors (including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary account number, then
such Application Forms are liable to be rejected.
MULTIPLE APPLICATIONS
In case where multiple Applications are made in respect the Rights Entitlements using same demat account, such
Applications shall be liable to be rejected. However supplementary applications in relation to further Right Shares
with/without using additional Rights Entitlements will not be treated as multiple application. Similarly, a separate
Application can be made against Equity Shares held in dematerialized form and Equity Shares held in physical form,
and such Applications shall not be treated as multiple applications. A separate Application can be made in respect of
each scheme of a mutual fund registered with SEBI and such Applications shall not be treated as multiple applications.
For details, see ‘Procedure for Applications by Mutual Funds’ below. Cases where Investor submits Application
Forms along with plain paper or multiple plain paper Applications for same Rights Entitlements shall be treated as
multiple applications.
In cases where multiple Application Forms are submitted, such Applications shall be treated as multiple applications
and are liable to be rejected.
LAST DATE FOR APPLICATION
The last date for submission of the duly filled in the Application Form or a plain paper Application is [●] day, [●],
2021, i.e., Issue Closing Date. The Board of Directors may extend the said date for such period as it may determine
from time to time, subject to the Issue Period not exceeding 30 days from the Issue Opening Date (inclusive of the
Issue Opening Date).
If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges and the Application
Money is not blocked with the SCSB or if the Application Form is not accepted at the R-WAP, on or before the Issue
Closing Date or such date as may be extended by the Board of Directors, the invitation to offer contained in this Draft
Letter of Offer shall be deemed to have been declined and the Board of Directors shall be at liberty to dispose of the
Right Shares hereby offered, as provided under the section, ‘Basis of Allotment’ on page 174 of this Draft Letter of
Offer.
Please note that on the Issue Closing Date, (i) Applications through ASBA process will be uploaded until 5.00 p.m.
(Indian Standard Time) or such extended time as permitted by the BSE Limited, and (ii) the R-WAP facility will be
available until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the BSE Limited.
Please ensure that the Application Form and necessary details are filled in. In place of Application number, Investors
can mention the reference number of the e-mail received from Registrar informing about their Rights Entitlement or
last eight digits of the demat account. Alternatively, SCSBs may mention their internal reference number in place of
application number.
WITHDRAWAL OF APPLICATION
An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by
approaching the SCSB where application is submitted or sending the email withdrawal request to
[email protected] in case of Application through R-WAP facility. However, no Investor, whether applying
through ASBA facility or R-WAP facility, may withdraw their Application post the Issue Closing Date.
ISSUE SCHEDULE
Last date for Credit of Rights Entitlements [●]
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Issue Opening Date [●]
Last Date for On Market Renunciation* [●]
Issue Closing Date [●]
Finalisation of Basis of Allotment (on or about) [●]
Date of Allotment (on or about) [●]
Date of Credit (on or about) [●]
Date of Listing (on or about) [●]
* Eligible Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue
Closing Date.
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not
provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their
demat account details to our Company or the Registrar not later than two Working Days prior to the Issue Closing
Date, i.e., [●], to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow
account to their respective demat accounts, at least one day before the Issue Closing Date.
Our Board of Directors may however decide to extend the Issue Period as it may determine from time to time but not
exceeding 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date).
BASIS OF ALLOTMENT
Subject to the provisions contained in this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter, the Application Form, the Articles of Association and the approval of the Designated Stock
Exchange, our Board will proceed to Allot the Right Shares in the following order of priority:
1. Full Allotment to those Eligible Shareholders who have applied for their Rights Entitlements of Right Shares either
in full or in part and also to the Renouncee(s) who has or have applied for Right Shares renounced in their favour, in
full or in part.
2. Eligible Shareholders whose fractional entitlements are being ignored and Eligible Shareholders with zero entitlement,
would be given preference in allotment of one additional Rights Equity Share each if they apply for additional Right
Shares. Allotment under this head shall be considered if there are any unsubscribed Right Shares after allotment under
(a) above. If number of Right Shares required for Allotment under this head are more than the number of Right Shares
available after Allotment under (a) above, the Allotment would be made on a fair and equitable basis in consultation
with the Designated Stock Exchange and will not be a preferential allotment.
3. Allotment to the Eligible Shareholders who having applied for all the Right Shares offered to them as part of this
Issue, have also applied for additional Right Shares. The Allotment of such additional Right Shares will be made as
far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record
Date, provided there are any unsubscribed Right Shares after making full Allotment in (1) and (2) above. The
Allotment of such Right Shares will be at the sole discretion of our Board in consultation with the Designated Stock
Exchange, as a part of this Issue and will not be a preferential allotment.
4. Allotment to Renouncees who having applied for all the Right Shares renounced in their favour, have applied for
additional Right Shares provided there is surplus available after making full Allotment under (1), (2) and (3) above.
The Allotment of such Right Shares will be made on a proportionate basis in consultation with the Designated Stock
Exchange, as a part of this Issue and will not be a preferential allotment.
5. Allotment to any other person, that our Board may deem fit, provided there is surplus available after making Allotment
under (1), (2), (3) and (4) above, and the decision of our Board in this regard shall be final and binding. After taking
into account Allotment to be made under (1) to (4) above, if there is any unsubscribed portion, the same shall be
deemed to be ‘unsubscribed’.
Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the Controlling
Branches, a list of the Investors who have been allocated Right Shares in this Issue, along with:
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1. The amount to be transferred from the ASBA Account to the separate bank account opened by our Company for this
Issue, for each successful Application;
2. The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and
3. The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the respective ASBA Accounts.
For Applications through R-WAP, instruction will be sent to Escrow Collection Bank with list of Allottees and
corresponding amount to be transferred to the Allotment Account. Further, the list of Applicants eligible for refund
with corresponding amount will also be shared with Escrow Collection Bank to refund such Applicants.
ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS
Our Company will e-mail Allotment advice, refund intimations (including in respect of Applications made through
R-WAP facility) or demat credit of Right Shares and/or letters of regret, along with crediting the Allotted Right Shares
to the respective beneficiary accounts (only in dematerialized mode) or in a demat suspense account (in respect of
Eligible Equity Shareholders holding Equity Shares in physical form on the Allotment Date) or issue instructions for
unblocking the funds in the respective ASBA Accounts, if any, within a period of 15 (Fifteen) days from the Issue
Closing Date. In case of failure to do so, our Company and the Directors who are “officers in default” shall pay interest
at 15% (Fifteen Percent) p.a. and such other rate as specified under applicable law from the expiry of such 15 (Fifteen)
days’ period.
In case of Applications through R-WAP, refunds, if any, will be made to the same bank account from which
Application Money was received. Therefore, the Investors should ensure that such bank accounts remain valid and
active.
In accordance with the SEBI Circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22, 2021, in
case of Applications made through the R-WAP facility, refunds, if any for un-allotted or partially allotted applications
shall be completed on or before T+1 day (T being the date of finalisation of Basis of Allotment).
The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository system
and the Allotment advice shall be sent, through email, to the email address provided to our Company or at the address
recorded with the Depository.
In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the FCNR
Accounts, refunds and/or payment of interest or dividend and other disbursements, if any, shall be credited to such
accounts.
Where an Applicant has applied for additional Equity Shares in the Issue and is Allotted a lesser number of Equity
Shares than applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The unblocking of
ASBA funds / refund of monies shall be completed be within such period as prescribed under the SEBI (ICDR)
Regulations. In the event that there is a delay in making refunds beyond such period as prescribed under applicable
law, our Company shall pay the requisite interest at such rate as prescribed under applicable law.
Credit and Transfer of Rights Equity Shares in case of shareholders holding Equity Shares in Physical Form
and disposal of Rights Equity Shares for non-receipt of demat account details in a timely manner
In case of Allotment to resident Eligible Equity Shareholders who hold Equity Shares in physical form as on
Record Date, have paid the Application Money and have not provided the details of their demat account to
the Registrar or our Company at least two Working Days prior to the Issue Closing Date, the following
procedure shall be adhered to:
a) The Registrar shall send Allotment advice and credit the Rights Equity Shares to a demat suspense account to be
open by our Company;
b) Such Eligible Equity Shareholders shall be required to send a communication to our Company or the Registrar
containing the name(s), Indian address, email address, contact details and the details of their demat account along
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with copy of self-attested PAN and self-attested client master sheet of their demat account either by post, speed
post, courier, electronic mail or hand delivery;
c) Our Company(with the assistance of the Registrar) shall, after verification of the details of such demat account
by the Registrar, transfer the Rights Equity Shares from the demat suspense account to the demat accounts of
such Eligible Equity Shareholders;
d) Our Company shall send reminder notices seeking the requisite details of demat account, in due course, to such
resident Eligible Equity Shareholders who have not provided the requisite details; and
e) In case the details of demat account provided by the Eligible Equity Shareholders are not of his/ her own demat
account, the Rights Equity Shares shall remain in the demat suspense account.
Notes:
1. Our Company will open a separate demat suspense account to credit the Rights Equity Shares in respect of such
Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date and have not provided
details of their demat accounts to our Company or the Registrar, at least two Working Days prior to the Issue
Closing Date. Our Company, with the assistance of the Registrar, will initiate transfer of such Rights Equity
Shares from the demat suspense account to the demat account of such Eligible Equity Shareholders, upon receipt
of details of demat accounts from the Eligible Equity Shareholders.
2. The Eligible Equity Shareholders cannot trade in such Rights Equity Shares until the receipt of demat account
details and transfer to such Eligible Equity Shareholders’ respective account.
3. There will be no voting rights against such Rights Equity Shares kept in the demat suspense account. However,
the respective Eligible Equity Shareholders will be eligible to receive dividends, if declared, in respect of such
Rights Equity Shares in proportion to amount paid-up on the Rights Equity Shares, as permitted under applicable
laws.
4. Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of buying or selling
of Rights Equity Shares or Rights Entitlements. The Eligible Equity Shareholders should obtain their own
independent tax and legal advice and may not rely on our Company or any of their affiliates including any of
their respective shareholders, directors, officers, employees, counsels, representatives, agents or affiliates when
evaluating the tax consequences in relation to the Rights Equity Shares (including but not limited to any
applicable short-term capital gains tax, or any other applicable taxes or charges in case of any gains made by such
Eligible Equity Shareholders from the sale of such Rights Equity Shares).
5. The Lead Manager, our Company, its directors, its employees, affiliates, associates and their respective directors
and officers and the Registrar shall not be liable in any manner and not be responsible for acts, mistakes, errors,
omissions and commissions, etc., in relation to any delay in furnishing details of demat account by such Eligible
Equity Shareholders, any resultant loss to the Eligible Equity Shareholders due to sale of the Rights Equity Shares,
if such details are not correct, demat account is frozen or not active or in case of non-availability of details of
bank account of such Eligible Equity Shareholders, profit or loss to such Eligible Equity Shareholders due to
aforesaid process, tax deductions or other costs charged by our Company, or on account of aforesaid process in
any manner.
PAYMENT OF REFUND
Mode of making refunds
The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would be done
through any of the following modes. Please note that payment of refund in case of Applications made through R-
WAP, shall be through modes under (2) to (7) below.
1. Unblocking amounts blocked using ASBA facility.
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2. National Automated Clearing House (hereinafter referred to as ‘NACH’) – National Automated Clearing House is a
consolidated system of electronic clearing service. Payment of refund would be done through NACH for Applicants
having an account at one of the centres specified by the RBI, where such facility has been made available. This would
be subject to availability of complete bank account details including MICR code wherever applicable from the
depository. The payment of refund through NACH is mandatory for Applicants having a bank account at any of the
centres where NACH facility has been made available by the RBI (subject to availability of all information for
crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories),
except where Applicant is otherwise disclosed as eligible to get refunds through NEFT or Direct Credit or RTGS.
3. National Electronic Fund Transfer (hereinafter referred to as ‘NEFT’) – Payment of refund shall be undertaken
through NEFT wherever the Investors’ bank has been assigned the Indian Financial System Code (hereinafter referred
to as ‘IFSC Code’), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained
from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number with
the Registrar to our Company or with the Depository Participant while opening and operating the demat account, the
same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made
to the Investors through this method.
4. Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive refunds
through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by our Company.
5. RTGS – If the refund amount exceeds ₹2,00,000, the Investors have the option to receive refund through RTGS. Such
eligible Investors who indicate their preference to receive refund through RTGS are required to provide the IFSC
Code in the Application Form. In the event the same is not provided, refund shall be made through NACH or any
other eligible mode. Charges, if any, levied by the refund bank(s) for the same would be borne by our Company.
Charges, if any, levied by the Investor’s bank receiving the credit would be borne by the Investor.
6. For all other Investors, the refund orders will be dispatched through speed post or registered post subject to applicable
laws. Such refunds will be made by cheques, pay orders or demand drafts drawn in favor of the sole/first Investor and
payable at par.
7. Credit of refunds to Investors in any other electronic manner, permissible by SEBI from time to time.
In case of Application through R-WAP, refunds, if any, will be made to the same bank account from which
Application Money was received. Therefore, the Investors should ensure that such bank accounts remain valid
and active.
Refund payment to non-residents
The Application Money will be unblocked in the ASBA Account of the non-resident Applicants, details of which were
provided in the Application Form.
ALLOTMENT ADVICE OR DEMAT CREDIT OF SHARES
The demat credit of Shares to the respective beneficiary accounts or the demat suspense account (pending receipt of
demat account details for Eligible Shareholders holding Equity Shares in physical form/ with IEPF authority/ in
suspense, etc.) will be credited within 15 days from the Issue Closing Date or such other timeline in accordance with
applicable laws.
RECEIPT OF THE RIGHT SHARES IN DEMATERIALIZED FORM
PLEASE NOTE THAT THE RIGHT SHARES APPLIED FOR UNDER THIS ISSUE CAN BE ALLOTTED ONLY
IN DEMATERIALIZED FORM AND TO
1. THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE
HELD BY SUCH INVESTOR ON THE RECORD DATE, OR
2. THE DEPOSITORY ACCOUNT, DETAILS OF WHICH HAVE BEEN PROVIDED TO OUR COMPANYOR THE
REGISTRAR AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE ELIGIBLE
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EQUITY SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS ON THE RECORD DATE,
OR
3. DEMAT SUSPENSE ACCOUNT PENDING RECEIPT OF DEMAT ACCOUNT DETAILS FOR RESIDENT
ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORM / WHERE THE CREDIT OF
THE RIGHTS ENTITLEMENTS RETURNED/REVERSED/FAILED.
Investors shall be Allotted the Right Shares in dematerialized (electronic) form.
INVESTORS MAY PLEASE NOTE THAT THE RIGHT SHARES CAN BE TRADED ON THE BSE
LIMITED ONLY IN DEMATERIALIZED FORM.
The procedure for availing the facility for Allotment of Right Shares in this Issue in the dematerialized form is as
under:
1. Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should
carry the name of the holder in the same manner as is registered in the records of our Company. In the case of joint
holding, the beneficiary account should be opened carrying the names of the holders in the same order as registered
in the records of our Company). In case of Investors having various folios in our Company with different joint holders,
the Investors will have to open separate accounts for such holdings. Those Investors who have already opened such
beneficiary account(s) need not adhere to this step.
2. It should be ensured that the depository account is in the name(s) of the Investors and the names are in the same order
as in the records of our Company or the Depositories.
3. The responsibility for correctness of information filled in the Application Form vis-a-vis such information with the
Investor’s depository participant, would rest with the Investor. Investors should ensure that the names of the Investors
and the order in which they appear in Application Form should be the same as registered with the Investor’s depository
participant.
4. If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor will not get any
Right Shares and the Application Form will be rejected.
5. The Right Shares will be allotted to Applicants only in dematerialized form and would be directly credited to the
beneficiary account as given in the Application Form after verification or demat suspense account (pending receipt of
demat account details for resident Eligible Shareholders in physical form/ with IEPF authority/ in suspense, etc.).
Allotment advice, refund order (if any) would be sent directly to the Applicant by email and, if the printing is feasible,
through physical dispatch, by the Registrar but the Applicant’s depository participant will provide to him the
confirmation of the credit of such Right Shares to the Applicant’s depository account.
6. Non-transferable Allotment advice/ refund intimation will be directly sent to the Investors by the Registrar, by email
and, if the printing is feasible, through physical dispatch.
7. Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of Right
Shares in this Issue. In case these details are incomplete or incorrect, the Application is liable to be rejected.
PROCEDURE FOR APPLICATION BY CERTAIN CATEGORIES OF INVESTORS
1. Procedure for Applications by FPIs
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is subject
to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities
registered as foreign portfolio investors and directly and indirectly having common ownership of more than 50% of
common control)) shall be below 10% of our post -Offer Equity Share capital. In case the total holding of an FPI or
investor group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted
basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants that may
be issued by our Company, the total investment made by the FPI or investor group will be re-classified as FDI subject
to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will also be
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required to comply with applicable reporting requirements. Further, the aggregate limit of all FPIs investments, with
effect from April 1, 2020, is up to the sectoral cap applicable to the sector in which our Company operates.
FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. The FPIs who wish to participate in the Offer are advised to use the
Application Form for non-residents. Subject to compliance with all applicable Indian laws, rules, regulations,
guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue, subscribe to or
otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by
whatever name called, which is issued overseas by an FPI against Shares held by it that are listed or proposed to be
listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such
offshore derivative instruments are issued only to persons registered as Category I FPI under the SEBI FPI
Regulations; (ii) such offshore derivative instruments are issued only to persons who are eligible for registration as
Category I FPIs (where an entity has an investment manager who is from the Financial Action Task Force member
country, the investment manager shall not be required to be registered as a Category I FPI); (iii) such offshore
derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) compliance with other
conditions as may be prescribed by SEBI.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions: (a) such offshore
derivative instruments are transferred only to persons in accordance with the SEBI FPI Regulations; and (b) prior
consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments
are to be transferred to are pre – approved by the FPI.
2. Procedure for Applications by AIFs, FVCIs and VCFs
The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment restrictions
on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among other things, the
investment restrictions on AIFs.
As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in listed
companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in this Issue.
Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not permitted to
invest in listed companies pursuant to rights issues. Accordingly, applications by venture capital funds registered as
category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in this Issue. Other categories of AIFs
are permitted to apply in this Issue subject to compliance with the SEBI AIF Regulations. Such AIFs having bank
accounts with SCSBs that are providing ASBA in cities / centres where such AIFs are located are mandatorily required
to make use of the ASBA facility or using R -WAP (available only for residents). Otherwise, applications of such
AIFs are liable for rejection.
3. Procedure for Applications by NRIs
Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are ineligible
to participate in this Issue under applicable securities laws.
As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell capital instruments of a
listed Indian Company on repatriation basis, on a recognized stock exchange in India, subject to the conditions, inter
alia, that the total holding by any individual NRI or OCI will not exceed 5% of the total paid - up equity capital on a
fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or
share warrants issued by an Indian Company and the total holdings of all NRIs and OCIs put together will not exceed
10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each
series of debentures or preference shares or share warrants. The aggregate ceiling of 10% may be raised to 24%, if a
special resolution to that effect is passed by the general body of the Indian company.
Further, in accordance with press note 3 of 2020, the FDI Policy has been recently amended to state that all investments
by entities incorporated in a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require prior
approval of the Government of India. It is not clear from the press note whether or not an issuance of the Right Shares
to Restricted Investors will also require a prior approval of the Government of India and each Investor should seek
independent legal advice about its ability to participate in the Issue. In the event such prior approval of the Government
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of India is required and such approval has been obtained, the Investor shall intimate our Company and the Registrar
about such approval within the Issue Period.
4. Procedure for Applications by Mutual Funds
A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such
applications shall not be treated as multiple applications. The applications made by asset management companies or
custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is
being made.
5. Procedure for Applications by Systemically Important Non-Banking Financial Companies (“NBFC-SI”)
In case of an application made by NBFC-SI registered with the RBI, (a) the certificate of registration issued by the
RBI under Section 45IA of the RBI Act, 1934 and (b) net-worth certificate from its statutory auditors or any
independent chartered accountant based on the last audited financial statements is required to be attached to the
application.
IMPERSONATION
As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section 38 of the
Companies Act, 2013 which is reproduced below:
“Any person who makes or abets making of an application in a fictitious name to a Company for acquiring, or
subscribing for, its Shares; or makes or abets making of multiple applications to a Company in different names or
in different combinations of his name or surname for acquiring or subscribing for its Shares; or otherwise induces
directly or indirectly a Company to allot, or register any transfer of, Shares to him, or to any other person in a
fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act for fraud involving an amount of at least ₹ 10 lakhs
or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term of not less than six
months extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less
than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of
such amount.
In case the fraud involves (i) an amount which is less than ₹10 lakhs or 1% of the turnover of the company, whichever
is lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term
extending up to five years or a fine of an amount extending up to ₹50 lakhs or with both.
PAYMENT BY STOCKINVEST
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stockinvest scheme
has been withdrawn. Hence, payment through stockinvest would not be accepted in this Rights Issue.
DISPOSAL OF APPLICATION AND APPLICATION MONEY
No acknowledgment will be issued for the Application Money received by our Company. However, the Designated
Branch of the SCSBs receiving the Application Form will acknowledge its receipt by stamping and returning the
acknowledgment slip at the bottom of each Application Form and the R-WAP platform would generate an electronic
acknowledgment to the Eligible Shareholders upon submission of the Application.
Our Board of Directors of the Company reserves its full, unqualified and absolute right to accept or reject any
Application, in whole or in part, and in either case without assigning any reason thereto.
In cases where refunds are applicable, such refunds shall be made within a period of 15 days. In case of failure to do
so, our Company and the Directors who are “officers in default” shall pay interest at the prescribed rate. In case an
Application is rejected in full, the whole of the Application Money will be unblocked in the respective ASBA
Accounts, in case of Applications through ASBA or refunded to the Investors in the same bank account through which
Application Money was received, in case of an application using the R-WAP facility. Wherever an Application is
rejected in part, the balance of Application Money, if any, after adjusting any money due on Right Shares Allotted,
will be refunded / unblocked in the respective bank accounts from which Application Money was received / ASBA
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Accounts of the Investor within a period of 15 days from the Issue Closing Date. In case of failure to do so, our
Company shall pay interest at such rate and within such time as specified under applicable law.
For further instructions, please read the Application Form carefully.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
1. The complaints received in respect of the issue shall be attended to by our Company expeditiously and satisfactorily;
2. All steps for completion of the necessary formalities for listing and commencement of trading at BSE Limited, where
the Right Shares are to be listed are taken within the time limit specified by the SEBI;
3. The funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available
to the Registrar by our Company;
4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant
within 15 (Fifteen) days of closure of the issue giving details of the bank where refunds shall be credited along with
amount and expected date of electronic credit of refund;
5. Where release of block on the application amount for unsuccessful bidders or part of the application amount in case
of proportionate allotment, a suitable communication shall be sent to the applicants;
6. Adequate arrangements shall be made to collect all ASBA applications and record all Applications made through R-
WAP process;
UTILIZATION OF ISSUE PROCEEDS
Our Board declares that:
1. All monies received out of issue of this Right Equity Issue to the public shall be transferred to a separate bank account.
2. Details of all monies utilized out of this Right Issue referred to in clause (A) above shall be disclosed under an
appropriate separate head in the balance sheet of our Company indicating the purpose for which such monies had been
utilized; and
3. Details of all unutilized monies out of this Right Issue referred to in clause (A) above, if any, shall be disclosed under
an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilized monies
have been invested.
IMPORTANT
1. Please read this Draft Letter of Offer carefully before taking any action. The instructions contained in the Application
Form, Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the conditions of this Draft
Letter of Offer and must be carefully followed; otherwise the Application is liable to be rejected.
2. All enquiries in connection with this Draft Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
or Application Form must be addressed (quoting the Registered Folio Number or the DP ID and Client ID number,
the Application Form number and the name of the first Eligible Equity Shareholder as mentioned on the Application
Form and super scribed ‘PRISMX GLOBAL VENTURES LIMITED – RIGHT ISSUE’ on the envelope and
postmarked in India or in the email) to the Registrar at the following address:
PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
Address: Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel East, Mumbai,
Maharashtra 400011;
Contact Details: +91-22-2301 2518 / 6761
E-mail ID: [email protected]
Investor grievance e-mail: [email protected]
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Website: www.purvashare.com
Contact Person: Ms. Deepali Dhuri
SEBI Registration Number: INR000001112
3. In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic dedicated investor
helpdesk for guidance on the Application process and resolution of difficulties faced by the Investors will be available
on the website of the Registrar. Further, helpline numbers provided by the Registrar for guidance on the Application
process and resolution of difficulties are 022 - 40430200 / 62638200.
4. This Issue will remain open for a minimum 15 (Fifteen) days. However, the Board of Directors will have the right to
extend the Issue Period as it may determine from time to time but not exceeding 30 (Thirty) days from the Issue
Opening Date (inclusive of the Issue Closing Date).
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
There are two routes through which foreign investors may invest in India. One is the ‘automatic route’, where no
government approval is required under Indian foreign exchange laws to make an investment as long as it is within
prescribed thresholds for the relevant sector. The other route is the “government route”, where an approval is required
under foreign exchange laws from the relevant industry regulator, prior to the investment.
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of India
and FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the conditions
subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the
precise way such investment may be made. The Union Cabinet, as provided in the Cabinet Press Release dated May
24, 2017, has given its approval for phasing out the FIPB. Under the Industrial Policy, 1991, unless specifically
restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any
prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investment. Accordingly, the process for foreign direct investment and approval from the Government of India will
now be handled by the concerned ministries or departments, in consultation with the Department for Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly known as the
Department of Industrial Policy and Promotion), Ministry of Finance, Department of Economic Affairs, FIPB section,
through a memorandum dated June 5, 2017, has notified the specific ministries handling relevant sectors.
The Government has, from time to time, made policy pronouncements on FDI through press notes and press releases.
The DPIIT issued the Consolidated FDI Policy Circular of 2020 (‘FDI Circular 2020’), which, with effect from
October 15, 2020, consolidated and superseded all previous press notes, press releases and clarifications on FDI issued
by the DPIIT that were in force and effect as on October 15, 2020. The Government proposes to update the
consolidated circular on FDI policy once every year and therefore, FDI Circular 2020 will be valid until the DPIIT
issues an updated circular.
The Government of India has from time to time made policy pronouncements on FDI through press notes and press
releases which are notified by RBI as amendments to FEMA. In case of any conflict, the relevant notification under
Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 will prevail. The payment of inward remittance
and reporting requirements are stipulated under the Foreign Exchange Management (Mode of Payment and Reporting
of Non-Debt Instruments) Regulations, 2019 issued by RBI The FDI Circular 2020, issued by the DPIIT, consolidates
the policy framework in place as on October 15, 2020, and supersedes all previous press notes, press releases and
clarifications on FDI issued by the DPIIT that were in force and effect as on October 15, 2020.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI,
provided that:
1. The activities of the investee company falls under the automatic route as provided in the FDI Policy and FEMA and
transfer does not attract the provisions of the SEBI (SAST) Regulations;
2. The non- resident shareholding is within the sectoral limits under the FDI Policy; and
3. The pricing is in accordance with the guidelines prescribed by SEBI and RBI.
No investment under the FDI route (i.e., any investment which would result in the investor holding 10% or more of
the fully diluted paid-up equity share capital of the Company or any FDI investment for which an approval from the
government was taken in the past) will be allowed in the Issue unless such application is accompanied with necessary
approval or covered under a pre-existing approval from the government. It will be the sole responsibility of the
investors to ensure that the necessary approval or the pre-existing approval from the government is valid to make any
investment in the Issue.
The Lead Manager to the Issue and our Company will not be responsible for any allotments made by relying on such
approvals. Please also note that pursuant to Circular no. 14 dated September 16, 2003, issued by RBI, Overseas
Corporate Bodies have been derecognized as an eligible class of investors and RBI has subsequently issued the Foreign
Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations,
2003. Any Investor being an OCB is required not to be under the adverse notice of RBI and in order to apply for this
issue as a incorporated non-resident must do so in accordance with the FDI Circular 2020 and Foreign Exchange
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Management (Non-Debt Instrument) Rules, 2019. Further, while investing in the Issue, the Investors are deemed to
have obtained the necessary approvals, as required, under applicable laws and the obligation to obtain such approvals
shall be upon the Investors. Our Company shall not be under an obligation to obtain any approval under any of the
applicable laws on behalf of the Investors and shall not be liable in case of failure on part of the Investors to obtain
such approvals.
The above information is given for the benefit of the Applicants / Investors. Our Company and the Lead Manager to
the Issue are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of the Draft Letter of Offer. Investors are advised to make their independent investigations and
ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
Page 185 of 187
SECTION X – OTHER INFORMATION
Please note that the Right Shares applied for under this Issue can be allotted only in dematerialised form and to (a) the
same depository account/ corresponding pan in which the Equity Shares are held by such Investor on the Record Date,
or (b) the depository account, details of which have been provided to our Company or the Registrar at least two
working days prior to the Issue Closing Date by the Eligible Equity Shareholder holding Equity Shares in physical
form as on the Record Date,or (c) demat suspense account where the credit of the Rights Entitlements
returned/reversed/failed.
Page 186 of 187
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following material documents and contracts (not being contracts entered into in the ordinary course of business
carried on by our Company or entered into more than 2 (Two) years prior to the date of this Draft Letter of Offer)
which are or may be deemed material have been entered or are to be entered into by our Company. Copies of these
contracts and also the documents for inspection referred to hereunder, would be available on the website of the
Company at www.gromotrade.com in from the date of this Draft Letter of Offer until the Issue Closing Date.
MATERIAL CONTRACTS FOR THE ISSUE
1. Registrar Agreement dated December 02, 2021, between our Company and the Registrar to the Issue;
2. Bankers to the Issue Agreement dated [●] among our Company, the Lead Manager, the Registrar to the Issue and the
Bankers to the Issue;
MATERIAL DOCUMENTS IN RELATION TO THE ISSUE
1. Certified copies of the updated Memorandum of Association and Articles of Association of our Company;
2. Fresh certificate of incorporation issued by the Registrar pursuant to change of name of our Company;
3. Copies of annual report of our Company for the last three Financial Years for the Financial Year ending March 31,
2021, March 31, 2020, March 31, 2019;
4. Copy of unaudited limited reviewed consolidated and standalone financial statements for the half-year ending
September 30, 2021;
5. Resolution of our Board of Directors dated November 27, 2021, approving the Issue;
6. Resolution of our Board of Directors dated [●], finalizing the terms of the Issue including Issue Price, Record Date
and the Rights Entitlement Ratio;
7. Resolution of our Board of Directors dated December 06,2021, approving this Draft Letter of Offer;
8. Resolution of our Board of Directors dated [●], approving the Letter of Offer;
9. Consents of our Directors, Lead Manager, Bankers to our Company, Bankers to the Issue, and the Registrar to the
Issue for inclusion of their names in the Letter of Offer to act in their respective capacities;
10. Report on Statement of Special Tax Benefits dated December 01, 2021, for our Company from the Statutory Auditors
of our Company;
11. In-principle approval issued by BSE Limited dated [●];
Any of the contracts or documents mentioned in this Draft Letter of Offer may be amended or modified at any time if
so, required in the interest of our Company or if required by the other parties, without notice to the Eligible
Shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
Page 187 of 187
DECLARATION
We hereby declare that no statement made in this Draft Letter of Offer contravenes any of the provisions of the
Companies Act, 2013 and the rules made thereunder. We further certify that all the legal requirements connected with
the Issue as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent
authority in this behalf, have been duly complied with. We further certify that all disclosures made in this Draft Letter
of Offer are true and correct.
SIGNED BY ALL THE DIRECTORS OF OUR COMPANY
Tejas Vinodrai Hingu
Managing Director
Sandeep Kumar Sahu
Independent Director
Ravindra Bhaskar Deshmukh
Executive Director
Ankita Hasmukhdas Sethi
Independent Director
Bhikubhai Kishanbhai Bait
Non-Executive Director
Ketan Vyas
Independent Director
Date: December 06,2021
Place: Mumbai